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                        EXHIBIT INDEX

EXHIBIT A:
  Attachment to item 77C:
  Submission of matters to a vote of  Security holders.

EXHIBIT B:
  Attachment to item 77I:
  Terms of new or amended securities

EXHIBIT C:
  Attachment to item 77Q1:
  Exhibits
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EXHIBIT A:

THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC. (the "Fund")
EXHIBIT TO ITEM 77C

	The Annual Meeting of Shareholders of the Fund was held on May
12, 2003. The following proposal was submitted for a vote of the
shareholders:

1.	To elect three Directors of the Fund

                          For        Withholding   Percent Represented
                                      Authority       at the Meeting
                                                     Voting in Favor

E. Val Cerutti         8,563,893.17   50,505.09          99.41%
Dugald A. Fletcher     8,562,064.78   52,333.49          99.39%
Anthony R. Pustorino   8,559,210.19   55,188.07          99.36%

	The remaining Directors in office are: Anthony J. Colavita, Mario
J. Gabelli, Karl Otto Pohl, Werner J. Roeder, Anthonie C. van Ekris,
and Salvatore J. Zizza.



EXHIBIT B:
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC. (the "Fund")
EXHIBIT TO ITEM 77I

The Articles Supplementary establishing and fixing the
rights and preferences of the Series B 6.00% Cumulative
Preferred Stock and Series C Auction Rate Cumulative
Preferred Stock is attached herewith as Exhibit 77(Q1).



EXHIBIT C:

THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
 (the "Fund")
EXHIBIT TO ITEM 77Q1


                    ARTICLES SUPPLEMENTARY
              CREATING AND FIXING THE RIGHTS OF
         SERIES B 6.00% CUMULATIVE PREFERRED STOCK OF
    THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.

The Gabelli Convertible and Income Securities Fund
Inc., a Maryland corporation, having its principal
office in Baltimore City, Maryland (hereinafter called
the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of the State of
Maryland that:
FIRST:  The Board of Directors of the Corporation,
at a meeting duly convened and held on February 19,
2003, pursuant to authority expressly vested in it by
Article V of the Charter of the Corporation, adopted a
resolution designating 1,995,000 authorized and unissued
shares of Preferred Stock as "Series B 6.00% Cumulative
Preferred Stock" (the "Series B Preferred Stock").
SECOND:  The preferences, voting powers, rights,
restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of
shares of the Series B  Preferred Stock of the
Corporation as set by the Board of Directors are as
follows:

DEFINITIONS

Unless the context or use indicates another or
different meaning or intent, each of the following terms
when used in these Articles Supplementary shall have the
meaning ascribed to it below, whether such term is used
in the singular or plural and regardless of tense:

"Accountant's Confirmation" means a letter from an
Independent Accountant delivered to Moody's with respect
to certain Basic Maintenance Reports substantially to
the effect that:
(a)	the Independent Accountant has read the Basic
Maintenance Report or Reports prepared by the
Administrator during the referenced calendar
year that are referred to in such letter;
(b)	with respect to the issue size compliance,
issuer diversification and industry
diversification calculations, such
calculations and the resulting Market Value of
the Moody's Eligible Assets included in the
Reports and the Adjusted Value of the Moody's
Eligible Assets included in the Reports are
numerically correct;
(c)	with respect to the excess or deficiency of
the Adjusted Value of the Moody's Eligible
Assets included in the Reports when compared
to the Basic Maintenance Amount calculated for
Moody's, the results of the calculation set
forth in the Reports have been recalculated
and are numerically correct;
(d)	with respect to the Moody's and S&P ratings on
corporate evidences of indebtedness,
convertible corporate evidences of
indebtedness and preferred stock listed in the
Reports, that information has been traced and
agrees with the information provided directly
or indirectly by the respective rating
agencies (in the event such information does
not agree or such information is not listed in
the accounting records of the Corporation, the
Independent Accountants will inquire of the
rating agencies what such information is and
provide a listing in their letter of such
differences, if any);
(e)	with respect to issuer name and coupon or
dividend rate listed in the Reports, that
information has been traced and agrees with
information listed in the accounting records
of the Corporation;
(f)	with respect to issue size listed in the
Reports, that information has been traced and
agrees with information provided by a Pricing
Service or such other services as Moody's may
authorize from time to time;
(g)	with respect to the prices (or alternative
permissible factors used in calculating the
Market Value as provided by these Articles
Supplementary) provided by the Administrator
of the Corporation's assets for purposes of
valuing securities in the portfolio, the
Independent Accountant has traced the price
used in the Reports to the price provided by
such Administrator (in accordance with the
procedures provided in these Articles
Supplementary) and verified that such infor-
mation agrees (in the event such information
does not agree, the Independent Accountants
will provide a listing in their letter of such
differences); and
(h)	with respect to the description of each
security included in the Reports, the
description of Moody's Eligible Assets has
been compared to the definition of Moody's
Eligible Assets contained in these Articles
Supplementary, and the description as
appearing in the Reports agrees with the
definition of Moody's Eligible Assets as
described in these Articles Supplementary.
Each such letter may state that:  (i) such
Independent Accountant has made no independent
verification of the accuracy of the description of the
investment securities listed in the Reports or the
Market Value of those securities nor has it performed
any procedures other than those specifically outlined
above for the purposes of issuing such letter; (ii)
unless otherwise stated in the letter, the procedures
specified therein were limited to a comparison of
numbers or a verification of specified computations
applicable to numbers appearing in the Reports and the
schedule(s) thereto; (iii) the foregoing procedures do
not constitute an examination in accordance with
generally accepted auditing standards and the Reports
contained in the letter do not extend to any of the
Corporation's financial statements taken as a whole;
(iv) such Independent Accountant does not express an
opinion as to whether such procedures would enable such
Independent Accountant to determine that the methods
followed in the preparation of the Reports would
correctly determine the Market Value or Discounted Value
of the investment portfolio; and (v) accordingly, such
Independent Accountant expresses no opinion as to the
information set forth in the Reports or in the
schedule(s) thereto and makes no representation as to
the sufficiency of the procedures performed for the
purposes of these Articles Supplementary.
Such letter shall also state that the Independent
Accountant is an "independent accountant" with respect
to the Corporation within the meaning of the Securities
Act of 1933, as amended, and the related published rules
and regulations thereunder.
"Adjusted Value" of each Moody's Eligible Asset
shall be computed as follows:
(a)	cash shall be valued at 100% of the face value
thereof; and
(b)	all other Moody's Eligible Assets shall be
valued at the Discounted Value thereof; and
(c)	each asset that is not a Moody's Eligible
Asset shall be valued at zero.
"Administrator" means the other party to the
Administration Agreement with the Corporation which
shall initially be Gabelli Funds, LLC.
"ADRs" means U.S. dollar-denominated American
Depository Receipts.
"Adviser" means Gabelli Funds, LLC, a New York
limited liability company, or such other person as shall
be serving as the investment adviser of the Corporation.
"Annual Valuation Date" means the Valuation Date
each calendar year so designated by the Corporation,
commencing in the calendar year 2003.
"Asset Coverage" means asset coverage, as
determined in accordance with Section 18(h) of the 1940
Act, of at least 200% with respect to all outstanding
senior securities of the Corporation which are stock,
including all Outstanding shares of Series B Preferred
Stock (or such other asset coverage as may in the future
be specified in or under the 1940 Act as the minimum
asset coverage for senior securities which are stock of
a closed-end investment company as a condition of
declaring dividends on its common stock), determined on
the basis of values calculated as of a time within 48
hours (not including Saturdays, Sundays or holidays)
next preceding the time of such determination.
"Basic Maintenance Amount" means, as of any Valua-
tion Date, the dollar amount equal to (a) the sum of (i)
the product of the number of shares of each class or
series of Preferred Stock Outstanding on such Valuation
Date multiplied by the Liquidation Preference per share;
(ii) to the extent not included in (i) the aggregate
amount of cash dividends (whether or not earned or de-
clared) that will have accumulated for each Outstanding
share of Preferred Stock from the most recent Dividend
Payment Date to which dividends have been paid or duly
provided for (or, in the event the Basic Maintenance
Amount is calculated on a date prior to the initial
Dividend Payment Date with respect to a class or series
of the Preferred Stock, then from the Date of Original
Issue) through the Valuation Date plus all dividends to
accumulate on the Preferred Stock then Outstanding
during the 70 days following such Valuation Date or, if
less, during the number of days following such Valuation
Date that shares of Preferred Stock called for
redemption are scheduled to remain Outstanding; (iii)
the Corporation's other liabilities due and payable as
of such Valuation Date (except that dividends and other
distributions payable by the Corporation on Common Stock
shall not be included as a liability) and such liabili-
ties projected to become due and payable by the
Corporation during the 90 days following such Valuation
Date (excluding liabilities for investments to be pur-
chased and for dividends and other distributions not
declared as of such Valuation Date); and (iv) any
current liabilities of the Corporation as of such
Valuation Date to the extent not reflected in (or
specifically excluded by) any of (a)(i) through (a)(iii)
(including, without limitation, and immediately upon
determination, any amounts due and payable by the
Corporation pursuant to reverse repurchase agreements
and any payables for assets purchased as of such
Valuation Date) less (b)(i) the Adjusted Value of any of
the Corporation's assets or (ii) the face value of any
of the Corporation's assets if, in the case of both
(b)(i) and (b)(ii), such assets are either cash or
evidences of indebtedness which mature prior to or on
the date of redemption or repurchase of shares of Pre-
ferred Stock or payment of another liability and are
either U.S. Government Obligations or evidences of in-
debtedness which have a rating assigned by Moody's of at
least Aaa, P-1, VMIG-1 or MIG-1 or by S&P of at least
AAA, SP-1+ or A-1+, and are irrevocably held by the
Corporation's custodian bank in a segregated account or
deposited by the Corporation with the Dividend-
Disbursing Agent for the payment of the amounts needed
to redeem or repurchase Preferred Stock subject to
redemption or repurchase or any of (a)(ii) through
(a)(iv); and provided that in the event the Corporation
has repurchased Preferred Stock and irrevocably
segregated or deposited assets as described above with
its custodian bank or the Dividend-Disbursing Agent for
the payment of the repurchase price the Corporation may
deduct 100% of the Liquidation Preference of such
Preferred Stock to be repurchased from (a) above.
Basic Maintenance Amount shall, for purposes of these
Articles Supplementary, have a correlative meaning with
respect to any other class or series of Preferred Stock.
"Basic Maintenance Amount Cure Date" means, with
respect to the Series B Preferred Stock, 10 Business
Days following a Valuation Date, such date being the
last day upon which the Corporation's failure to comply
with paragraph 5(a)(ii)(A) of Article II hereof could be
cured, and for the purposes of these Articles
Supplementary shall have a correlative meaning with
respect to any other class or series of Preferred Stock.
"Basic Maintenance Report" or "Report" means, with
respect to the Series B Preferred Stock, a report
prepared by the Administrator which sets forth, as of
the related Valuation Date, Moody's Eligible Assets
sufficient to meet or exceed the Basic Maintenance
Amount, the Market Value and Discounted Value thereof
(seriatim and in the aggregate), and the Basic Mainte-
nance Amount, and for the purposes of these Articles
Supplementary shall have a correlative meaning with
respect to any other class or series of Preferred Stock.
"Board of Directors" means the Board of Directors
of the Corporation or any duly authorized committee
thereof as permitted by applicable law.
"Business Day" means a day on which the New York
Stock Exchange is open for trading and that is neither a
Saturday, Sunday nor any other day on which banks in The
City of New York, New York are authorized by law to
close.
"Charter" means the Articles of Amendment and
Restatement of the Corporation, as amended, supplemented
(including these Articles Supplementary), as filed with
the State Department of Assessments and Taxation of the
State of Maryland.
"Common Stock" means the Common Stock, par value
$.001 per share, of the Corporation.
"Corporation" means The Gabelli Convertible and
Income Securities Fund Inc., a Maryland corporation.
"Cure Date" shall have the meaning set forth in
paragraph 3(a)(i) of Article II hereof.
"Date of Original Issue" means March 18, 2003, and
for the purposes of these Articles Supplementary shall
have a correlative meaning with respect to any other
class or series of Preferred Stock.
"Deposit Assets" means cash, Short-Term Money
Market Instruments and U.S. Government Obligations.
Except for determining whether the Corporation has
Moody's Eligible Assets with an Adjusted Value equal to
or greater than the Basic Maintenance Amount, each
Deposit Asset shall be deemed to have a value equal to
its principal or face amount payable at maturity plus
any interest payable thereon after delivery of such
Deposit Asset but only if payable on or prior to the
applicable payment date in advance of which the relevant
deposit is made.
"Discounted Value" means, as applicable, (a) the
quotient of the Market Value of an Eligible Asset
divided by the applicable Discount Factor or (b) such
other formula for determining the discounted value of an
Eligible Asset as may be established by an applicable
Rating Agency, provided, in either case that with
respect to an Eligible Asset that is currently callable,
Discounted Value will be equal to the applicable
quotient or product as calculated above or the call
price, whichever is lower, and that with respect to an
Eligible Asset that is prepayable, Discounted Value will
be equal to the applicable quotient or product as
calculated above or the par value, whichever is lower
"Dividend-Disbursing Agent" means, with respect to
the Series B Preferred Stock, EquiServe Trust Company,
N.A. and its successors or any other dividend-disbursing
agent appointed by the Corporation and, with respect to
any other class or series of Preferred Stock, the Person
appointed by the Corporation as dividend-disbursing or
paying agent with respect to such class or series.
"Dividend Payment Date" means with respect to the
Series B Preferred Stock, any date on which dividends
declared by the Board of Directors thereon are payable
pursuant to the provisions of paragraph 1(a) of Article
II of these Articles Supplementary and shall for the
purposes of these Articles Supplementary have a
correlative meaning with respect to any other class or
series of Preferred Stock.
"Dividend Period" shall have the meaning set forth
in paragraph 1(a) of Article II hereof, and for the
purposes of these Articles Supplementary shall have a
correlative meaning with respect to any other class or
series of Preferred Stock.
"Independent Accountant" means a nationally recog-
nized accountant, or firm of accountants, that is with
respect to the Corporation an independent public accoun-
tant or firm of independent public accountants under the
Securities Act of 1933, as amended.
"Liquidation Preference" shall, with respect to the
Series B Preferred Stock, have the meaning set forth in
paragraph 2(a) of Article II hereof, and for the
purposes of these Articles Supplementary shall have a
correlative meaning with respect to any other class or
series of Preferred Stock.
"Market Value" means the amount determined by the
Corporation with respect to Moody's Eligible Assets in
accordance with valuation policies adopted from time to
time by the Board of Directors as being in compliance
with the requirements of the 1940 Act.
	Notwithstanding the foregoing, "Market Value"
may, at the option of the Corporation with respect to
any of its assets, mean the amount determined with
respect to specific Moody's Eligible Assets of the
Corporation in the manner set forth below:
(a)	as to any common or preferred stock which is a
Moody's Eligible Asset, (i) if the stock is
traded on a national securities exchange or
quoted on the Nasdaq System, the last sales
price reported on the Valuation Date or (ii)
if there was no reported sales price on the
Valuation Date, the lower of two bid prices
for such stock provided to the Administrator
by two recognized securities dealers with
minimum capitalizations of $25,000,000 (or
otherwise approved for such purpose by
Moody's) or by one such securities dealer and
any other source (provided that the
utilization of such source would not adversely
affect Moody's then-current rating of the
Series B Preferred Stock), at least one of
which shall be provided in writing or by
telecopy, telex, other electronic
transcription, computer obtained quotation
reducible to written form or similar means,
and in turn provided to the Corporation by any
such means by such Administrator, or, if two
bid prices cannot be obtained, such Moody's
Eligible Asset shall have a Market Value of
zero;
(b)	as to any U.S. Government Obligation, Short
Term Money Market Instrument (other than
demand deposits, federal funds, bankers'
acceptances and next Business Day repurchase
agreements) and commercial paper with a
maturity of greater than 60 days, the product
of (i) the principal amount (accreted
principal to the extent such instrument
accretes interest) of such instrument, and
(ii) the lower of the bid prices for the same
kind of instruments having, as nearly as
practicable, comparable interest rates and
maturities provided by two recognized
securities dealers having a minimum
capitalization of $25,000,000 (or otherwise
approved for such purpose by Moody's) or by
one such dealer and any other source (provided
that the utilization of such source would not
adversely affect Moody's then-current rating
of the Series B Preferred Stock) to the
Administrator, at least one of which shall be
provided in writing or by telecopy, telex,
other electronic transcription, computer
obtained quotation reducible to written form
or similar means, and in turn provided to the
Corporation by any such means by such
Administrator, or, if two bid prices cannot be
obtained, such Moody's Eligible Asset will
have a Market Value of zero;
(c)	as to cash, demand deposits, federal funds,
bankers' acceptances and next Business Day
repurchase agreements included in Short-Term
Money Market Instruments, the face value
thereof;
(d)	as to any U.S. Government Obligation, Short-
Term Money Market Instrument or commercial
paper with a maturity of 60 days or fewer,
amortized cost unless the Board of Directors
determines that such value does not constitute
fair value;
(e)	as to any other evidence of indebtedness which
is a Moody's Eligible Asset, (i) the product
of (A) the unpaid principal balance of such
indebtedness as of the Valuation Date and
(B)(1) if such indebtedness is traded on a
national securities exchange or quoted on the
Nasdaq System, the last sales price reported
on the Valuation Date or (2) if there was no
reported sales price on the Valuation Date or
if such indebtedness is not traded on a
national securities exchange or quoted on the
Nasdaq System, the lower of two bid prices for
such indebtedness provided by two recognized
dealers with a minimum capitalization of
$25,000,000 (or otherwise approved for such
purpose by Moody's) or by one such dealer and
any other source (provided that the
utilization of such source would not adversely
affect Moody's then-current rating of the
Series B Preferred Stock) to the
Administrator, at least one of which shall be
provided in writing or by telecopy, telex,
other electronic transcription, computer
obtained quotation reducible to written form
or similar means, and in turn provided to the
Corporation by any such means by such
Administrator, plus (ii) accrued interest on
such indebtedness.
"Moody's" means Moody's Investors Service, Inc., or
its successors at law.  In the event that Moody's is no
longer rating the Series B Preferred Stock at the
request of the Corporation, "Moody's" shall be deemed to
refer to any other nationally recognized securities
rating agency designated by the Corporation.
"Moody's Discount Factor" means, for purposes of
determining the Discounted Value of any Moody's Eligible
Asset, the percentage determined as follows. According
to Moody's guidelines, in addition to standard monthly
reporting, the Corporation must notify Moody's if the
portfolio coverage ratio of the discounted value of
Moody's Eligible Assets to liabilities is less than
130%. Computation of the rating agency asset coverage
ratio requires use of the Diversification Table prior to
applying discount factors noted below and after
identifying Moody's eligible assets for purposes of
completing basic maintenance tests. The Moody's Discount
Factor for any Moody's Eligible Asset other than the
securities set forth below will be the percentage
provided in writing by Moody's.
(a) Convertible securities (including convertible
preferreds):
DISCOUNT FACTORS(1)

RATINGS(2)
UTILITY
INDUSTRIAL
FINANCIAL
TRANSPORTATIO
N
Aaa
162%
256%
233%
250%
Aa
167%
261%
238%
265%
A
172%
266%
243%
275%
Baa
188%
282%
259%
285%
Ba
195%
290%
265%
290%
B
199%
293%
270%
295%
NR(3)
300%
300%
300%
300%

(1) 	Discount factors are for 7-week exposure period.
(2) 	If a convertible security is unrated by Moody's but
is rated by S&P, a rating two numeric ratings below
the S&P rating will be used (e.g., where the S&P
rating is AAA, a Moody's rating of Aa2 will be
used; where the S&P rating is AA+, a Moody's rating
of Aa3 will be used).
(3) 	Unrated fixed-income and convertible securities,
which are rated by neither Moody's nor S&P, are
limited to 10% of discounted Moody's Eligible
Assets. If a corporate debt security is unrated by
both Moody's and S&P, the Corporation will use the
percentage set forth under "Unrated" in this table.

Upon conversion to common stock, the
discount Factors applicable to common stock will apply:

COMMON STOCKS
UTILITY
INDUSTRIAL
FINANCIAL
7-week exposure period
170%
264%
241%

(b) Corporate Debt Securities (non-convertible):
The percentage determined by reference to the rating on
such asset with reference to the remaining term to
maturity of such asset, in accordance with the table set
forth below.
MOODY'S RATING CATEGORY(1) TERMS TO MATURITY OF
CORPORATE DEBT SECURITY

Aaa
Aa
A
Baa
Ba
B
UNRATED(2)
1 year or less
109%
112%
115%
118%
119%
125%
225%
2 years or less (but longer than 1 year)
115
118
122
125
127
133
225
3 years or less (but longer than 2 years)
120
123
127
131
133
140
225
4 years or less (but longer than 3 years)
126
129
133
138
140
147
225
5 years or less (but longer than 4 years)
132
135
139
144
146
154
225
7 years or less (but longer than 5 years)
139
143
147
152
156
164
225
10 years or less (but longer than 7 years)
145
150
155
160
164
173
225
15 years or less (but longer than 10 years)
150
155
160
165
170
180
225
20 years or less (but longer than 15 years)
150
155
160
165
170
190
225
30 years or less (but longer than 20 years)
150
155
160
165
170
191
225
Greater than 30 years
165
173
181
189
205
221
225

(1) 	If a corporate debt security is unrated by Moody's
but is rated by S&P, a rating two numeric ratings
below the S&P rating will be used (e.g., where the
S&P rating is AAA, a Moody's rating of Aa2 will be
used; where the S&P rating is AA+, a Moody's rating
of Aa3 will be used).
(2)	Unrated corporate debt securities, which are
corporate debt securities rated by neither Moody's
nor S&P, are limited to 10% of discounted Moody's
Eligible Assets. If a corporate debt security is
unrated by both Moody's and S&P, the Corporation
will use the percentage set forth under "Unrated"
in this table.

		The Moody's Discount Factors presented in
the immediately preceding table will also apply to
corporate debt securities that do not pay interest in
U.S. dollars or euros, provided that the Moody's
Discount Factor determined from the table shall be
multiplied by a factor of 120% for purposes of
calculating the Discounted Value of such securities.
(c) Preferred Stock: The Moody's Discount Factor
for preferred stock shall be (i) for preferred stocks
issued by a utility, 146%; (ii) for preferred stocks of
industrial and financial issuers, 209%; (iii) for
preferred stocks issued by real estate related issuers,
154%; and (iv) for auction rate preferred stocks, 350%.
(d) U.S. Government Obligations and U.S. Treasury
Strips:

REMAINING TERM TO MATURITY
U.S. GOVERNMENT
OBLIGATIONS
DISCOUNT FACTOR
U.S. TREASURY
STRIPS
DISCOUNT FACTOR
1 year or less
107%
107%
2 years or less (but
longer than 1 year)
113
115
3 years or less (but
longer than 2 years)
118
121
4 years or less (but
longer than 3 years)
123
128
5 years or less (but
longer than 4 years)
128
135
7 years or less (but
longer than 5 years)
135
147
10 years or less (but
longer than 7 years)
141
163
15 years or less (but
longer than 10 years)
146
191
20 years or less (but
longer than 15 years)
154
218
30 years or less (but
longer than 20 years)
154
244

(e) Short-Term Instruments and Cash: The Moody's
Discount Factor applied to short-term portfolio
securities, including without limitation short-term
corporate debt securities, Short-Term Money Market
Instruments and short-term municipal debt obligations,
will be (i) 100%, so long as such portfolio securities
mature or have a demand feature at par exercisable
within the Moody's Exposure Period; (ii) 115%, so long
as such portfolio securities mature or have a demand
feature at par not exercisable within the Moody's
Exposure Period; and (iii) 125%, if such securities are
not rated by Moody's, so long as such portfolio
securities are rated at least A-1+/AA or SP-1+/AA by S&P
and mature or have a demand feature at par exercisable
within the Moody's Exposure Period. A Moody's Discount
Factor of 100% will be applied to cash. Moody's rated
Rule 2a-7 money market funds will also have a discount
factor of 100%.
(f) Rule 144A Securities: The Moody's Discount
Factor applied to Rule 144A Securities for Rule 144A
Securities will be 130% of the Moody's Discount Factor
which would apply were the securities registered under
the 1933 Act.
"Moody's Eligible Assets" means:
   cash (including interest and dividends due on
assets rated (i) Baa3 or higher by Moody's if the
payment date is within five Business Days of the
Valuation Date, (ii) A2 or higher if the payment date is
within thirty days of the Valuation Date, and (iii) A1
or higher if the payment date is within the Moody's
Exposure Period) and receivables for Moody's Eligible
Assets sold if the receivable is due within five
Business Days of the Valuation Date, and if the trades
which generated such receivables are (1) settled through
clearing house firms with respect to which the
Corporation has received prior written authorization
from Moody's or (2) (A) with counterparties having a
Moody's long-term debt rating of at least Baa3 or (B)
with counterparties having a Moody's Short-Term Money
Market Instrument rating of at least P-1;
(b) Short-Term Money Market Instruments, so long
as (i) such securities are rated at least P-1, (ii) in
the case of demand deposits, time deposits and overnight
funds, the supporting entity is rated at least A2, or
(iii) in all other cases, the supporting entity (1) is
rated A2 and the security matures within one month, (2)
is rated A1 and the security matures within three months
or (3) is rated at least Aa3 and the security matures
within six months. In addition, Moody's rated Rule 2a-7
money market funds are also eligible investments.
(c) U.S. Government Obligations and U.S. Treasury
Strips;
(d) Rule 144A Securities;
(e) Corporate debt securities if (i) such
securities are rated B3 or higher by Moody's; (ii) such
securities provide for the periodic payment of interest
in cash in U.S. dollars or euros, except that such
securities that do not pay interest in U.S. dollars or
euros shall be considered Moody's Eligible Assets if
they are rated by Moody's or S&P; (iii) for debt
securities rated Ba1 and below, no more than 10% of the
original amount of such issue may constitute Moody's
Eligible Assets; (iv) such securities have been
registered under the 1933 Act or are restricted as to
resale under federal securities laws but are eligible
for resale pursuant to Rule 144A under the 1933 Act as
determined by the Corporation's investment manager or
portfolio manager acting pursuant to procedures approved
by the Board of Directors, except that such securities
that are not subject to U.S. federal securities laws
shall be considered Moody's Eligible Assets if they are
publicly traded; and (v) such securities are not subject
to extended settlement.
		Notwithstanding the foregoing
limitations, (1) corporate debt securities not rated at
least B3 by Moody's shall be considered to be Moody's
Eligible Assets only to the extent the Market Value of
such corporate debt securities does not exceed 10% of
the aggregate Market Value of all Moody's Eligible
Assets; provided, however, that if the Market Value of
such corporate debt securities exceeds 10% of the
aggregate Market Value of all Moody's Eligible Assets, a
portion of such corporate debt securities (selected by
the Corporation) shall not be considered Moody's
Eligible Assets, so that the Market Value of such
corporate debt securities (excluding such portion) does
not exceed 10% of the aggregate Market Value of all
Moody's Eligible Assets; and (2) corporate debt
securities rated by neither Moody's nor S&P shall be
considered to be Moody's Eligible Assets only to the
extent such securities are issued by entities which (A)
have not filed for bankruptcy within the past three
years, (B) are current on all principal and interest in
their fixed income obligations, (C) are current on all
preferred stock dividends, and (D) possess a current,
unqualified auditor's report without qualified,
explanatory language.
(f) Convertible bonds, provided that (i) the
issuer of common stock must have a Moody's senior
unsecured debt of B3 or better, or an S&P rating of BB
or better, (ii) the common stocks must be traded on the
NYSE, AMEX, or NASDAQ, (iii) dividends must be paid in
U.S. dollars, (iv) the portfolio of convertible bonds
must be diversified as set forth in Figure 1 below, (v)
the company shall not hold shares exceeding the average
weekly trading volume during the preceding month, (vi)
synthetic convertibles are excluded from asset
eligibility.
CONVERTIBLE BONDS DIVERSIFICATION GUIDELINES
TYPE
MAXIMUM SINGLE
ISSUER (%) (1)
MAXIMUM SINGLE
INDUSTRY (%)
MAXIMUM SINGLE
STATE (%) (1)
Utility
4
50
7(2)
Other
6
20
n/a

(1) 	Percentage represent a portion of the aggregate
market value and number of outstanding shares of
the convertible stock portfolio.
(2) 	Utility companies operating in more than one state
should be diversified according to the state in
which they generate the largest part of their
revenues. Publicly available information on utility
company revenues by state is available from the
Uniform Statistical Report (USR) or the Federal
Energy Regulation commission (FERC).

(g) Preferred stocks if (i) dividends on such
preferred stock are cumulative, (ii) such securities
provide for the periodic payment of dividends thereon in
cash in U.S. dollars or euros and do not provide for
conversion or exchange into, or have warrants attached
entitling the holder to receive, equity capital at any
time over the respective lives of such securities, (iii)
the issuer of such a preferred stock has common stock
listed on either the New York Stock Exchange or the
American Stock Exchange, (iv) the issuer of such a
preferred stock has a senior debt rating from Moody's of
Baa1 or higher or a preferred stock rating from Moody's
of Baa3 or higher and (v) such preferred stock has paid
consistent cash dividends in U.S. dollars or euros over
the last three years or has a minimum rating of A1 (if
the issuer of such preferred stock has other preferred
issues outstanding that have been paying dividends
consistently for the last three years, then a preferred
stock without such a dividend history would also be
eligible). In addition, the preferred stocks must have
the following diversification requirements: (1) the
preferred stock issue must be greater than $50 million
and (2) the minimum holding by the Corporation of each
issue of preferred stock is $500,000 and the maximum
holding of preferred stock of each issue is $5 million.
In addition, preferred stocks issued by transportation
companies will not be considered Moody's Eligible
Assets.
(h) Financial contracts, as such term is defined
in Section 3(c)(2)(B)(ii) of the Investment Company Act,
not otherwise provided for in this definition but only
upon receipt by the Corporation of a letter from Moody's
specifying any conditions on including such financial
contract in Moody's Eligible Assets and assuring the
Corporation that including such financial contract in
the manner so specified would not affect the credit
rating assigned by Moody's to the Series B Preferred.
(i) Interest rate swaps entered into according to
International Swap Dealers Association ("ISDA")
standards if (i) the counterparty to the swap
transaction has a short-term rating of not less than P-1
or, if the counterparty does not have a short-term
rating, the counterparty's senior unsecured long-term
debt rating is Aa3 or higher and (ii) the original
aggregate notional amount of the interest rate swap
transaction or transactions is not to be greater than
the liquidation preference of the Preferred Stock
originally issued. The interest rate swap transaction
will be marked-to-market daily.
		In addition, portfolio holdings as
described below must be within the following
diversification and issue size requirements in order to
be included in Moody's Eligible Assets:
RATINGS(1)
MAXIMUM
SINGLE
ISSUER(2)(3)
MAXIMUM
SINGLE
INDUSTRY(3)(4)
NON-UTILITY
MAXIMUM
SINGLE
INDUSTRY
(3)(4)
UTILITY
MAXIMUM
ISSUE SIZE
($ IN
MILLION) (5)
Aaa
100%
100%
100%
$100
Aa
20
60
30
  100
A
10
40
25
  100
Baa
 6
20
20
  100
Ba
 4
12
12
        50(6)
B1-B2
 3
 8
 8
        50(6)
B3 or below
 2
 5
 5
        50(6)

(1) 	Refers to the preferred stock and senior debt
rating of the portfolio holding.
(2) 	Companies subject to common ownership of 25% or
more are considered as one issuer.
(3) 	Percentages represent a portion of the aggregate
Market Value of corporate debt securities.
(4) 	Industries are determined according to Moody's
Industry Classifications, as defined herein.
(5) 	Except for preferred stock, which has a minimum
issue size of $50 million.
(6) 	Portfolio holdings from issues ranging from $50
million to $100 million are limited to 20% of the
Corporation's total assets.

"Moody's Industry Classifications" means for the
purposes of determining Moody's Eligible Assets, each of
the following industry classifications (or such other
classifications as Moody's may from time to time approve
for application to the Series B Preferred Stock).
1.	Aerospace and Defense: Major
Contractor, Subsystems, Research,
Aircraft Manufacturing, Arms,
Ammunition.
2.	Automobile: Automobile Equipment, Auto-
Manufacturing, Auto Parts
Manufacturing, Personal Use Trailers,
Motor Homes, Dealers.
3.	Banking: Bank Holding, Savings and
Loans, Consumer Credit, Small Loan,
Agency, Factoring, Receivables.
4.	Beverage, Food and Tobacco: Beer and
Ale, Distillers, Wines and Liquors,
Distributors, Soft Drink Syrup,
Bottlers, Bakery, Mill Sugar, Canned
Foods, Corn Refiners, Dairy Products,
Meat Products, Poultry Products,
Snacks, Packaged Foods, Distributors,
Candy, Gum, Seafood, Frozen Food,
Cigarettes, Cigars, Leaf/Snuff,
Vegetable Oil.
5.	Buildings and Real Estate: Brick,
Cement, Climate Controls, Contracting,
Engineering, Construction, Hardware,
Forest Products (building-related
only), Plumbing, Roofing, Wallboard,
Real Estate, Real Estate Development,
REITs, Land Development.
6.	Chemicals, Plastics and Rubber:
Chemicals (non-agricultural),
Industrial Gases, Sulphur, Plastics,
Plastic Products, Abrasives, Coatings,
Paints, Varnish, Fabricating
Containers.
7.	Packaging and Glass: Glass, Fiberglass,
Containers made of: Glass, Metal,
Paper, Plastic, Wood or Fiberglass.
8.	Personal and Non-Durable Consumer
Products (Manufacturing Only): Soaps,
Perfumes, Cosmetics, Toiletries,
Cleaning Supplies, School Supplies.
9.		Diversified/Conglomerate
Manufacturing.
10.	Diversified/Conglomerate Service.
11. Diversified Natural Resources,
Precious Metals and Minerals:
Fabricating, Distribution.
12.	Ecological: Pollution Control, Waste
Removal, Waste Treatment and Waste
Disposal.
13.	Electronics: Computer Hardware,
Electric Equipment, Components,
Controllers, Motors, Household
Appliances, Information Service
Communication Systems, Radios, TVs,
Tape Machines, Speakers, Printers,
Drivers, Technology.
14.	Finance: Investment Brokerage,
Leasing, Syndication, Securities.
15.	Farming and Agriculture: Livestock,
Grains, Produce, Agriculture Chemicals,
Agricultural Equipment, Fertilizers.
16.		Grocery: Grocery Stores,
Convenience Food Stores.
17.	Healthcare, Education and Childcare:
Ethical Drugs, Proprietary Drugs,
Research, Health Care Centers, Nursing
Homes, HMOs, Hospitals, Hospital
Supplies, Medical Equipment.
18.	Home and Office Furnishings,
Housewares, and Durable Consumer
Products: Carpets, Floor Coverings,
Furniture, Cooking, Ranges.
19.		Hotels, Motels, Inns and
Gaming.
20. Insurance: Life, Property and
Casualty, Broker, Agent, Surety.
21.	Leisure, Amusement, Motion Pictures,
Entertainment: Boating, Bowling,
Billiards, Musical Instruments,
Fishing, Photo Equipment, Records,
Tapes, Sports, Outdoor Equipment
(Camping), Tourism, Resorts, Games, Toy
Manufacturing, Motion Picture
Production Theaters, Motion Picture
Distribution.
22. Machinery (Non-Agricultural, Non-
Construction, Non-Electronic):
Industrial, Machine Tools, Steam
Generators.
23. Mining, Steel, Iron and Non-Precious
Metals: Coal, Copper, Lead, Uranium,
Zinc, Aluminum, Stainless Steel,
Integrated Steel, Ore Production,
Refractories, Steel Mill Machinery,
Mini-Mills, Fabricating, Distribution
and Sales of the foregoing.
24. Oil and Gas: Crude Producer,
Retailer, Well Supply, Service and
Drilling.
25. Printing, Publishing, and
Broadcasting: Graphic Arts, Paper,
Paper Products, Business Forms,
Magazines, Books, Periodicals,
Newspapers, Textbooks, Radio, T.V.,
Cable Broadcasting Equipment.
26. Cargo Transport: Rail, Shipping,
Railroads, Rail-car Builders, Ship
Builders, Containers, Container
Builders, Parts, Overnight Mail,
Trucking, Truck Manufacturing, Trailer
Manufacturing, Air Cargo, Transport.
27. Retail Stores: Apparel, Toy, Variety,
Drugs, Department, Mail Order Catalog,
Showroom.
28. Telecommunications: Local, Long
Distance, Independent, Telephone,
Telegraph, Satellite, Equipment,
Research, Cellular.
29. Textiles and Leather: Producer,
Synthetic Fiber, Apparel Manufacturer,
Leather Shoes.
30. Personal Transportation: Air, Bus,
Rail, Car Rental.
31. Utilities: Electric, Water, Hydro
Power, Gas.
32. Diversified Sovereigns: Semi-
sovereigns, Canadian Provinces, Supra-
national Agencies.
		The Corporation will use SIC codes in
determining which industry classification is applicable
to a particular investment in consultation with the
Independent Accountant and Moody's, to the extent the
Corporation considers necessary.
"1933 Act" means the Securities Act of 1933, as
amended, or any successor statute.
"1940 Act" means the Investment Company Act of
1940, as amended, or any successor statute.
"Notice of Redemption" shall have the meaning set
forth in paragraph 3(c)(i) of Article II hereof.
"Outstanding" means, as of any date, Preferred
Stock theretofore issued by the Corporation except:
(a)	any such share of Preferred Stock
theretofore cancelled by the Corporation
or delivered to the Corporation for
cancellation;
any such share of Preferred Stock other than auction rate
Preferred Stock as to which a notice of redemption shall have
been given and for whose payment at the redemption thereof
Deposit Assets in the
necessary amount are held by the
Corporation in trust for or were paid by
the Corporation to the holder of such
share pursuant to the Articles
Supplementary with respect thereto;
in the case of auction rate Preferred Stock, any such shares
theretofore delivered to the auction agent for cancellation
or with respect to which the Corporation has given notice of
 redemption and irrevocably
deposited with the paying agent
sufficient funds to redeem such shares;
and
any such share in exchange for or in lieu of which other
shares have been issued and delivered.
Notwithstanding the foregoing, (i) for purposes of
voting rights (including the determination of the
number of shares required to constitute a quorum),
any shares of Preferred Stock as to which any
subsidiary of the Corporation is the holder will be
disregarded and deemed not Outstanding, and (ii) in
connection with any auction of shares of auction
rate Preferred Stock as to which the Corporation or
any Person known to the auction agent to be a
subsidiary of the Corporation is the holder will be
disregarded and not deemed Outstanding.
"Person" means and includes an individual, a
partnership, the Corporation, a trust, a corporation, a
limited liability company, an unincorporated
association, a joint venture or other entity or a
government or any agency or political subdivision
thereof.
"Preferred Stock" means the preferred stock, par
value $.001 per share, of the Corporation, and includes
the Series B Preferred Stock.
"Pricing Service" means any of the following:
Bloomberg Financial Service, Bridge Information
Services, Data Resources Inc., FT Interactive,
International Securities Market Association, Merrill
Lynch Securities Pricing Service, Muller Data Corp.,
Reuters, S&P/J.J. Kenny, Telerate, Trepp Pricing and
Wood Gundy.
"Redemption Price" has the meaning set forth in
paragraph 3(a) of Article II hereof, and for the
purposes of these Articles Supplementary shall have a
correlative meaning with respect to any other class or
series of Preferred Stock.
"S&P" means Standard & Poor's Ratings Services, or
its successors at law.
"Series B Preferred Stock" means the Series B 6.00%
Cumulative Preferred Stock, par value $.001 per share,
of the Corporation.
"Series B Asset Coverage Cure Date" means, with
respect to the failure by the Corporation to maintain
Asset Coverage (as required by paragraph 5(a)(i) of
Article II hereof) as of the last Business Day of each
March, June, September and December of each year, 60
days following such Business Day.
	"Short-Term Money Market Instruments"
means the following types of instruments if, on the date
of purchase or other acquisition thereof by the
Corporation, the remaining term to maturity thereof is
not in excess of 180 days:
(i)	commercial paper rated A-1 if such commercial
paper matures in 30 days or A-1+ if such
commercial paper matures in over 30 days;
(ii)	demand or time deposits in, and banker's
acceptances and certificates of deposit of (A)
a depository institution or trust company
incorporated under the laws of the United
States of America or any state thereof or the
District of Columbia or (B) a United States
branch office or agency of a foreign
depository institution (provided that such
branch office or agency is subject to banking
regulation under the laws of the United
States, any state thereof or the District of
Columbia);
(iii)	overnight funds; and
 (iv)	U.S. Government Obligations.
"U.S. Government Obligations" means direct
obligations of the United States or by its agencies or
instrumentalities that are entitled to the full faith
and credit of the United States and that, other than
United States Treasury Bills, provide for the periodic
payment of interest and the full payment of principal at
maturity or call for redemption.
"Valuation Date" means the last Business Day of
each month, or such other date as the Corporation and
Moody's may agree to for purposes of determining the
Basic Maintenance Amount.
"Voting Period" shall have the meaning set forth in
paragraph 4(b) of Article II hereof.




SERIES B PREFERRED STOCK

1. Dividends.
(j) Holders of shares of Series B Preferred Stock
shall be entitled to receive, when, as and if declared
by the Board of Directors, out of funds legally
available therefor, cumulative cash dividends at the
rate of 6.00% per annum (computed on the basis of a 360-
day year consisting of twelve 30-day months) of the
Liquidation Preference on the Series B Preferred Stock
and no more, payable quarterly on March 26th, June 26th,
September 26th and December 26th in each year (each a
"Dividend Payment Date") commencing June 26th, 2003(or,
if any such day is not a Business Day, then on the next
succeeding Business Day) to holders of record of Series
B Preferred Stock as they appear on the stock register
of the Corporation at the close of business on the fifth
preceding Business Day in preference to dividends on
shares of Common Stock and any other capital stock of
the Corporation ranking junior to the Series B Preferred
Stock in payment of dividends.  Dividends on shares of
Series B Preferred Stock shall accumulate from the date
on which such shares are originally issued; provided,
however, that with respect to any shares of Series B
Preferred Stock issued within 30 days of the Date of
Original Issue, dividends on such shares shall
accumulate from such Date of Original Issue. Each period
beginning on and including a Dividend Payment Date (or
the Date of Original Issue, in the case of the first
dividend period after issuance of such shares) and
ending on but excluding the next succeeding Dividend
Payment Date is referred to herein as a "Dividend
Period."  Dividends on account of arrears for any past
Dividend Period or in connection with the redemption of
Series B Preferred Stock may be declared and paid at any
time, without reference to any Dividend Payment Date, to
holders of record on such date not exceeding 30 days
preceding the payment date thereof as shall be fixed by
the Board of Directors.
(k)   No full dividends shall be declared or
paid on shares of Series B Preferred Stock for any
Dividend Period or part thereof unless full cumulative
dividends due through the most recent Dividend Payment
Dates therefor for all series of Preferred Stock of the
Corporation ranking on a parity with the Series B
Preferred Stock as to the payment of dividends have been
or contemporaneously are declared and paid through the
most recent Dividend Payment Dates therefor.  If full
cumulative dividends due have not been paid on all
Outstanding shares of such Preferred Stock, any
dividends being paid on such shares of Preferred Stock
(including the Series B Preferred Stock) will be paid as
nearly pro rata as possible in proportion to the
respective amounts of dividends accumulated but unpaid
on each such series of Preferred Stock on the relevant
Dividend Payment Date.  No holders of shares of Series B
Preferred Stock shall be entitled to any dividends,
whether payable in cash, property or stock, in excess of
full cumulative dividends as provided in this paragraph
1(b)(i) on shares of Series B Preferred Stock.  No
interest or sum of money in lieu of interest shall be
payable in respect of any dividend payments on any
shares of Series B Preferred Stock that may be in
arrears.
(ii) For so long as shares of Series B
Preferred Stock are Outstanding, the Corporation
shall not pay any dividend or other distribution
(other than a dividend or distribution paid in
shares of, or options, warrants or rights to
subscribe for or purchase, Common Stock or other
stock, if any, ranking junior to the Series B
Preferred Stock as to dividends and upon
liquidation) in respect of the Common Stock or any
other stock of the Corporation ranking junior to
the Series B Preferred Stock as to dividends and
upon liquidation, or call for redemption, redeem,
purchase or otherwise acquire for consideration any
shares of Common Stock or any other stock of the
Corporation ranking junior to the Series B
Preferred Stock as to dividends and upon
liquidation (except by conversion into or exchange
for stock of the Corporation ranking junior to the
Series B Preferred Stock as to dividends and upon
liquidation), unless, in each case, (A) immediately
thereafter, the aggregate Adjusted Value of the
Corporation's Moody's Eligible Assets shall equal
or exceed the Basic Maintenance Amount and the
Corporation shall have Asset Coverage, (B) all
cumulative dividends on all shares of Series B
Preferred Stock due on or prior to the date of the
transaction have been declared and paid (or shall
have been declared and sufficient funds for the
payment thereof deposited with the applicable
Dividend-Disbursing Agent) and (C) the Corporation
has redeemed the full number of shares of Series B
Preferred Stock to be redeemed mandatorily pursuant
to any provision contained herein for mandatory
redemption.
(iii) Any dividend payment made on the shares
of Series B Preferred Stock shall first be credited
against the dividends accumulated with respect to
the earliest Dividend Period for which dividends
have not been paid.
(l) Not later than the Business Day immediately
preceding each Dividend Payment Date, the Corporation
shall deposit with the Dividend-Disbursing Agent Deposit
Assets having an initial combined value sufficient to
pay the dividends that are payable on such Dividend
Payment Date, which Deposit Assets shall mature on or
prior to such Dividend Payment Date.  The Corporation
may direct the Dividend-Disbursing Agent with respect to
the investment of any such Deposit Assets, provided that
such investment consists exclusively of Deposit Assets
and provided further that the proceeds of any such
investment will be available at the opening of business
on such Dividend Payment Date.
SECTION 2. Liquidation Rights.
(a) In the event of any liquidation, dissolution
or winding up of the affairs of the Corporation, whether
voluntary or involuntary, the holders of shares of
Series B Preferred Stock shall be entitled to receive
out of the assets of the Corporation available for
distribution to stockholders, after satisfying claims of
creditors but before any distribution or payment shall
be made in respect of the Common Stock or any other
stock of the Corporation ranking junior to the Series B
Preferred Stock as to liquidation payments, a
liquidation distribution in the amount of $25.00 per
share (the "Liquidation Preference"), plus an amount
equal to all unpaid dividends accumulated to and
including the date fixed for such distribution or
payment (whether or not earned or declared by the Corpo-
ration, but excluding interest thereon), and such
holders shall be entitled to no further participation in
any distribution or payment in connection with any such
liquidation, dissolution or winding up.
(b) If, upon any liquidation, dissolution or wind-
ing up of the affairs of the Corporation, whether volun-
tary or involuntary, the assets of the Corporation
available for distribution among the holders of all
Outstanding shares of Series B Preferred Stock, and any
other Outstanding shares of a class or series of
Preferred Stock of the Corporation ranking on a parity
with the Series B Preferred Stock as to payment upon
liquidation, shall be insufficient to permit the payment
in full to such holders of Series B Preferred Stock of
the Liquidation Preference plus accumulated and unpaid
dividends and the amounts due upon liquidation with
respect to such other Preferred Stock, then such avail-
able assets shall be distributed among the holders of
shares of Series B Preferred Stock and such other
Preferred Stock ratably in proportion to the respective
preferential amounts to which they are entitled.  Unless
and until the Liquidation Preference plus accumulated
and unpaid dividends has been paid in full to the hold-
ers of shares of Series B Preferred Stock, no dividends
or distributions will be made to holders of the Common
Stock or any other stock of the Corporation ranking
junior to the Series B Preferred Stock as to liquida-
tion.

SECTION 3. Redemption.
Shares of the Series B Preferred Stock shall be
redeemed by the Corporation as provided below:
(a) Mandatory Redemptions.
If the Corporation is required to redeem any shares
of Preferred Stock (which may include Series B Preferred
Stock) pursuant to paragraphs 5(b) or 5(c) of Article II
hereof, then the Corporation shall, to the extent
permitted by the 1940 Act and Maryland law, by the close
of business on such Series B Asset Coverage Cure Date or
Basic Maintenance Amount Cure Date (herein collectively
referred to as a "Cure Date"), as the case may be, fix a
redemption date and proceed to redeem shares as set
forth in paragraph 3(c) hereof.  On such redemption
date, the Corporation shall redeem, out of funds legally
available therefor, the number of shares of Preferred
Stock, which, to the extent permitted by the 1940 Act
and Maryland law, at the option of the Corporation may
include any proportion of Series B Preferred Stock or
any other series of Preferred Stock, equal to the
minimum number of shares the redemption of which, if
such redemption had occurred immediately prior to the
opening of business on such Cure Date, would have
resulted in the Corporation having Asset Coverage or an
Adjusted Value of its Moody's Eligible Assets equal to
or greater than the Basic Maintenance Amount, as the
case may be, immediately prior to the opening of
business on such Cure Date or, if Asset Coverage or an
Adjusted Value of its Eligible Assets equal to or great-
er than the Basic Maintenance Amount, as the case may
be, cannot be so restored, all of the Outstanding shares
of Series B Preferred Stock, at a price equal to $25.00
per share plus accumulated but unpaid dividends (whether
or not earned or declared by the Corporation) through
the date of redemption (the "Redemption Price").  In the
event that shares of Preferred Stock are redeemed
pursuant to paragraphs 5(b) or 5(c) of Article II
hereof, the Corporation may, but is not required to,
redeem a sufficient number of shares of Series B
Preferred Stock pursuant to this paragraph 3(a) which,
when aggregated with other shares of Preferred Stock
redeemed by the Corporation, permits the Corporation to
have with respect to the shares of Preferred Stock
(including the Series B Preferred Stock) remaining
Outstanding after such redemption (i) Asset Coverage of
as much as 220% and (ii) Moody's Eligible Assets with
Adjusted Value of as great as 110% of the Basic Mainte-
nance Amount.  In the event that all of the shares of
Series B Preferred Stock then Outstanding are required
to be redeemed pursuant to paragraph 5 of Article II
hereof, the Corporation shall redeem such shares at the
Redemption Price and proceed to do so as set forth in
paragraph 3(c) hereof.


(b) Optional Redemptions.
Prior to March 18, 2008, the shares of Series B
Preferred Stock are not subject to optional redemption
by the Corporation unless such redemption is necessary,
in the judgment of the Board of Directors, to maintain
the Corporation's status as a regulated investment
company under Subchapter M of the Internal Revenue Code
of 1986, as amended.  Commencing March 18, 2008 and
thereafter, and prior thereto to the extent necessary to
maintain the Corporation's status as a regulated
investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, to the extent
permitted by the 1940 Act and Maryland law, the Corpo-
ration may at any time upon Notice of Redemption redeem
the Series B Preferred Stock in whole or in part at the
Redemption Price per share, which notice shall specify a
redemption date of not fewer than 15 days nor more than
40 days after the date of such notice.
(c) Procedures for Redemption.
(i) If the Corporation shall determine or be
required to redeem shares of Series B Preferred
Stock pursuant to this paragraph 3, it shall mail a
written notice of redemption ("Notice of
Redemption") with respect to such redemption by
first class mail, postage prepaid, to each holder
of the shares to be redeemed at such holder's
address as the same appears on the stock books of
the Corporation on the close of business on such
date as the Board of Directors may determine, which
date shall not be earlier than the second Business
Day prior to the date upon which such Notice of
Redemption is mailed to the holders of Series B
Preferred Stock.  Each such Notice of Redemption
shall state:  (A) the redemption date as
established by the Board of Directors; (B) the
number of shares of Series B Preferred Stock to be
redeemed; (C) the CUSIP number(s) of such shares;
(D) the Redemption Price; (E) the place or places
where the certificate(s) for such shares (properly
endorsed or assigned for transfer, if the Board of
Directors shall so require and the Notice of
Redemption shall so state) are to be surrendered
for payment in respect of such redemption; (F) that
dividends on the shares to be redeemed will cease
to accrue on such redemption date; (G) the
provisions of this paragraph 3 under which such
redemption is made; and (H) any conditions
precedent to such redemption.  If fewer than all
shares of Series B Preferred Stock held by any
holder are to be redeemed, the Notice of Redemption
mailed to such holder also shall specify the number
or percentage of shares to be redeemed from such
holder.  No defect in the Notice of Redemption or
the mailing thereof shall affect the validity of
the redemption proceedings, except as required by
applicable law.
(ii) If the Corporation shall give a Notice of
Redemption, then by the close of business on the
Business Day preceding the redemption date
specified in the Notice of Redemption (so long as
any conditions precedent to such redemption have
been met) or, if the Dividend-Disbursing Agent so
agrees, another date not later than the redemption
date, the Corporation shall (A) deposit with the
Dividend-Disbursing Agent Deposit Assets that shall
mature on or prior to such redemption date having
an initial combined value sufficient to effect the
redemption of the shares of Series B Preferred
Stock to be redeemed and (B) give the Dividend-
Disbursing Agent irrevocable instructions and
authority to pay the Redemption Price to the
holders of the shares of Series B Preferred Stock
called for redemption on the redemption date.  The
Corporation may direct the Dividend-Disbursing
Agent with respect to the investment of any Deposit
Assets so deposited provided that the proceeds of
any such investment will be available at the
opening of business on such redemption date.  Upon
the date of such deposit (unless the Corporation
shall default in making payment of the Redemption
Price), all rights of the holders of the shares of
Series B Preferred Stock so called for redemption
shall cease and terminate except the right of the
holders thereof to receive the Redemption Price
thereof and such shares shall no longer be deemed
Outstanding for any purpose.  The Corporation shall
be entitled to receive, promptly after the date
fixed for redemption any cash in excess of the
aggregate Redemption Price of the shares of Series
B Preferred Stock called for redemption on such
date and any remaining Deposit Assets.  Any assets
so deposited that are unclaimed at the end of two
years from such redemption date shall, to the
extent permitted by law, be repaid to the
Corporation, after which the holders of the shares
of Series B Preferred Stock so called for re-
demption shall look only to the Corporation for
payment of the Redemption Price thereof.  The
Corporation shall be entitled to receive, from time
to time after the date fixed for redemption, any
interest on the Deposit Assets so deposited.
(iii) On or after the redemption date, each
holder of shares of Series B Preferred Stock that
are subject to redemption shall surrender the
certificate evidencing such shares to the
Corporation at the place designated in the Notice
of Redemption and shall then be entitled to receive
the cash Redemption Price, without interest.
(iv) In the case of any redemption of less
than all of the shares of Series B Preferred Stock
pursuant to these Articles Supplementary, such
redemption shall be made pro rata from each holder
of shares of Series B Preferred Stock in accordance
with the respective number of shares held by each
such holder on the record date for such redemption.
(v) Notwithstanding the other provisions of
this paragraph 3, the Corporation shall not redeem
shares of Series B Preferred Stock unless all
accumulated and unpaid dividends on all Outstanding
shares of Series B Preferred Stock and other
Preferred Stock ranking on a parity with the Series
B Preferred Stock with respect to dividends for all
applicable past Dividend Periods (whether or not
earned or declared by the Corporation) shall have
been or are contemporaneously paid or declared and
Deposit Assets for the payment of such dividends
shall have been deposited with the Dividend-
Disbursing Agent as set forth in paragraph 1(c) of
Article II hereof, provided, however, that the
foregoing shall not prevent the purchase or
acquisition of outstanding shares of Preferred
Stock pursuant to the successful completion of an
otherwise lawful purchase or exchange offer made on
the same terms to holders of all Outstanding shares
of Preferred Stock.
If the Corporation shall not have funds legally
available for the redemption of, or is otherwise unable
to redeem, all the shares of the Series B Preferred
Stock or other Preferred Stock designated to be redeemed
on any redemption date, the Corporation shall redeem on
such redemption date the number of shares of Series B
Preferred Stock and other Preferred Stock so designated
as it shall have legally available funds, or is
otherwise able, to redeem ratably on the basis of the
Redemption Price from each holder whose shares are to be
redeemed, and the remainder of the shares of the Series
B Preferred Stock and other Preferred Stock designated
to be redeemed shall be redeemed on the earliest
practicable date on which the Corporation shall have
funds legally available for the redemption of, or is
otherwise able to redeem, such shares upon Notice of
Redemption.
SECTION 4. Voting Rights.
(a) General.
Except as otherwise provided by law or as specified
in the Charter, each holder of shares of Series B
Preferred Stock and any other Preferred Stock shall be
entitled to one vote for each share held on each matter
submitted to a vote of stockholders of the Corporation,
and the holders of Outstanding shares of Preferred
Stock, including Series B Preferred Stock, and of shares
of Common Stock shall vote together as a single class;
provided, however, that at any meeting of the
stockholders of the Corporation held for the election of
directors, the holders of Outstanding shares of
Preferred Stock, including Series B Preferred Stock,
shall be entitled, as a class, to the exclusion of the
holders of all other securities and classes of capital
stock of the Corporation, to elect a number of
Corporation's directors, such that following the
election of directors at the meeting of the
stockholders, the Corporation's Board of Directors shall
contain two directors elected by the holders of the
Outstanding shares of Preferred Stock, including the
Series B Preferred Stock. Subject to paragraph 4(b) of
Article II hereof, the holders of outstanding shares of
capital stock of the Corporation, including the holders
of Outstanding shares of Preferred Stock, including the
Series B Preferred Stock, voting as a single class,
shall elect the balance of the directors.
(b) Right to Elect Majority of Board of Directors.
During any period in which any one or more of the
conditions described below shall exist (such period
being referred to herein as a "Voting Period"), the
number of directors constituting the Board of Directors
shall be automatically increased by the smallest number
that, when added to the two directors elected
exclusively by the holders of shares of Preferred Stock
pursuant to paragraph 4(a) above, would constitute a
majority of the Board of Directors as so increased by
such smallest number; and the holders of shares of Pre-
ferred Stock shall be entitled, voting separately as one
class (to the exclusion of the holders of all other
securities and classes of capital stock of the Corpora-
tion), to elect such smallest number of additional
directors, together with the two directors that such
holders are in any event entitled to elect pursuant to
paragraph 4(a) above.  The Corporation and the Board of
Directors shall take all necessary action, including
amending the Corporation's by-laws, to effect an
increase in the number of directors as described in the
preceding sentence.  A Voting Period shall commence:
(i)  if at any time accumulated dividends
(whether or not earned or declared, and whether or
not funds are then legally available in an amount
sufficient therefor) on the Outstanding shares of
Series B Preferred Stock equal to at least two full
years' dividends shall be due and unpaid and
sufficient cash or specified securities shall not
have been deposited with the Dividend-Disbursing
Agent for the payment of such accumulated
dividends; or
(ii)  if at any time holders of any other
shares of Preferred Stock are entitled to elect a
majority of the directors of the Corporation under
the 1940 Act or Articles Supplementary creating
such shares.
Upon the termination of a Voting Period, the voting
rights described in this paragraph 4(b) shall cease,
subject always, however, to the reverting of such voting
rights in the holders of Preferred Stock upon the
further occurrence of any of the events described in
this paragraph 4(b).
(c) Right to Vote with Respect to Certain Other
Matters.
So long as any shares of Series B Preferred Stock
are Outstanding, the Corporation shall not, without the
affirmative vote of the holders of a majority (as
defined in the 1940 Act) of the shares of Preferred
Stock Outstanding at the time, voting separately as one
class, amend, alter or repeal the provisions of the
Charter, whether by merger, consolidation or otherwise,
so as to materially adversely affect any of the contract
rights expressly set forth in the Charter with respect
to holders of shares of Series B Preferred Stock or any
other Preferred Stock.  To the extent permitted under
the 1940 Act, in the event shares of more than one
series of Preferred Stock are Outstanding, the Corpo-
ration shall not effect any of the actions set forth in
the preceding sentence which materially adversely
affects the contract rights expressly set forth in the
Charter with respect to a holder of shares of a series
of Preferred Stock differently than those of a holder of
shares of any other series of Preferred Stock without
the affirmative vote of the holders of at least a
majority of the shares of Preferred Stock of each series
materially adversely affected and Outstanding at such
time (each such materially adversely affected series
voting separately as a class to the extent its rights
are affected differently).  The Corporation shall notify
Moody's ten Business Days prior to any such vote
described above.  Unless a higher percentage is provided
for under the Charter or applicable law, the affirmative
vote of the holders of a majority of the Outstanding
shares of Preferred Stock, including Series B Preferred
Stock, voting together as a single class, will be
required to approve any plan of reorganization adversely
affecting such shares or any action requiring a vote of
security holders under Section 13(a) of the 1940 Act.
For purposes of this paragraph 4(c), the phrase "vote of
the holders of a majority of the Outstanding shares of
Preferred Stock" (or any like phrase) shall mean, in
accordance with Section 2(a)(42) of the 1940 Act, the
vote, at the annual or a special meeting of the
stockholders of the Corporation duly called (i) of 67
percent or more of the shares of Preferred Stock present
at such meeting, if the holders of more than 50 percent
of the Outstanding shares of Preferred Stock are present
or represented by proxy; or (ii) of more than 50 percent
of the Outstanding shares of Preferred Stock, whichever
is less.  The class vote of holders of shares of Pre-
ferred Stock described above will in each case be in
addition to a separate vote of the requisite percentage
of shares of Common Stock and shares of Preferred Stock,
including Series B Preferred Stock, voting together as a
single class, necessary to authorize the action in
question.  An increase in the number of authorized
shares of Preferred Stock pursuant to the Charter or the
issuance of additional shares of any series of Preferred
Stock (including Series B Preferred Stock) pursuant to
the Charter shall not in and of itself be considered to
adversely affect the contract rights of the holders of
Series B Preferred Stock.  The provisions of this
paragraph 4(c) are subject to the provisions of
Paragraph 6 of Article II hereof.
(d) Voting Procedures.
(i)  As soon as practicable after the accrual
of any right of the holders of shares of Preferred
Stock to elect additional directors as described in
paragraph 4(b) above, the Corporation shall call a
special meeting of such holders and instruct the
Dividend-Disbursing Agent to mail a notice of such
special meeting to such holders, such meeting to be
held not less than 10 nor more than 20 days after
the date of mailing of such notice.  If the Corpo-
ration fails to send such notice to the Dividend-
Disbursing Agent or if the Corporation does not
call such a special meeting, it may be called by
any such holder on like notice.  The record date
for determining the holders entitled to notice of
and to vote at such special meeting shall be the
close of business on the day on which such notice
is mailed or such other date as the Board of
Directors shall determine.  At any such special
meeting and at each meeting held during a Voting
Period, such holders of Preferred Stock, voting
together as a class (to the exclusion of the
holders of all other securities and classes of
capital stock of the Corporation), shall be
entitled to elect the number of directors
prescribed in paragraph 4(b) above on a one-vote-
per-share basis.  At any such meeting or
adjournment thereof in the absence of a quorum, a
majority of such holders present in person or by
proxy shall have the power to adjourn the meeting
without notice, other than by an announcement at
the meeting, to a date not more than 120 days after
the original record date.
(ii)  For purposes of determining any rights
of the holders of Series B Preferred Stock to vote
on any matter or the number of shares required to
constitute a quorum, whether such right is created
by these Articles Supplementary, by the other
provisions of the Charter, by statute or otherwise,
a share of Series B Preferred Stock which is not
Outstanding shall not be counted.
(iii)  The terms of office of all persons who
are directors of the Corporation at the time of a
special meeting of holders of Preferred Stock,
including Series B Preferred Stock, to elect
directors shall continue, notwithstanding the
election at such meeting by such holders of the
number of directors that they are entitled to
elect, and the persons so elected by such holders,
together with the two incumbent directors elected
by the holders of Preferred Stock, including Series
B Preferred Stock, and the remaining incumbent
directors elected by the holders of the Common
Stock and Preferred Stock, shall constitute the
duly elected directors of the Corporation.
(iv)  Upon the expiration of a Voting Period,
the terms of office of the additional directors
elected by the holders of Preferred Stock pursuant
to paragraph 4(b) above shall expire at the
earliest time permitted by law, and the remaining
directors shall constitute the directors of the
Corporation and the voting rights of such holders
of Preferred Stock, including Series B Preferred
Stock, to elect additional directors pursuant to
paragraph 4(b) above shall cease, subject to the
provisions of the last sentence of paragraph 4(b).
Upon the expiration of the terms of the directors
elected by the holders of Preferred Stock pursuant
to paragraph 4(b) above, the number of directors
shall be automatically reduced to the number and
composition of directors on the Board immediately
preceding such Voting Period.
(e) Exclusive Remedy.
Unless otherwise required by law, the holders of
shares of Series B Preferred Stock shall not have any
rights or preferences other than those specifically set
forth herein.  The holders of shares of Series B
Preferred Stock shall have no preemptive rights or
rights to cumulative voting.  In the event that the
Corporation fails to pay any dividends on the shares of
Series B Preferred Stock, the exclusive remedy of the
holders shall be the right to vote for directors
pursuant to the provisions of this paragraph 4.
(f) Notification to Moody's.
In the event a vote of holders of Series B
Preferred Stock is required pursuant to the provisions
of Section 13(a) of the 1940 Act, as long as the Series
B Preferred Stock is rated by Moody's at the
Corporation's request, the Corporation shall, not later
than ten Business Days prior to the date on which such
vote is to be taken, notify Moody's that such vote is to
be taken and the nature of the action with respect to
which such vote is to be taken and, not later than ten
Business Days after the date on which such vote is
taken, notify Moody's of the result of such vote.
SECTION 5. Coverage Tests.
(a) Determination of Compliance.
For so long as any shares of Series B Preferred
Stock are Outstanding, the Corporation shall make the
following determinations:
(i)  Asset Coverage.  The Corporation shall
have Asset Coverage as of the last Business Day of
each March, June, September and December of each
year in which any share of Series B Preferred Stock
is Outstanding.
(ii)  Basic Maintenance Amount Requirement.
(a) For so long as any shares of
Series B Preferred Stock are
Outstanding and are rated by
Moody's, the Corporation shall
maintain, on each Valuation
Date, Moody's Eligible Assets
having an Adjusted Value at
least equal to the Basic
Maintenance Amount, each as of
such Valuation Date.  Upon any
failure to maintain Moody's
Eligible Assets having an
Adjusted Value at least equal
to the Basic Maintenance
Amount, the Corporation shall
use all commercially reasonable
efforts to retain Moody's
Eligible Assets having an
Adjusted Value at least equal
to the Basic Maintenance Amount
on or prior to the Basic
Maintenance Amount Cure Date,
by altering the composition of
its portfolio or otherwise.
(b) The Administrator shall prepare
a Basic Maintenance Report
relating to each Valuation
Date.  On or before 5:00 P.M.,
New York City time, on the
fifth Business Day after the
first Valuation Date following
the Date of Original Issue of
the Series B Preferred Stock
and after each (1) Annual
Valuation Date, (2) Valuation
Date on which the Corporation
fails to satisfy the re-
quirements of paragraph
5(a)(ii)(A) above, (3) Basic
Maintenance Amount Cure Date
following a Valuation Date on
which the Corporation fails to
satisfy the requirements of
paragraph 5(a)(ii)(A) above and
(4) Valuation Date and any
immediately succeeding Business
Day on which the Adjusted Value
of the Corporation's Moody's
Eligible Assets exceeds the
Basic Maintenance Amount by 5%
or less, the Corporation shall
complete and deliver to Moody's
a Basic Maintenance Report,
which will be deemed to have
been delivered to Moody's if
Moody's receives a copy or
telecopy, telex or other
electronic transcription or
transmission of the Basic
Maintenance Report and on the
same day the Corporation mails
to Moody's for delivery on the
next Business Day the Basic
Maintenance Report.  A failure
by the Corporation to deliver a
Basic Maintenance Report under
this paragraph 5(a)(ii)(B)
shall be deemed to be delivery
of a Basic Maintenance Report
indicating an Adjusted Value of
the Corporation's Moody's
Eligible Assets less than the
Basic Maintenance Amount, as of
the relevant Valuation Date.
(c) Within ten Business Days after
the date of delivery to Moody's
of a Basic Maintenance Report
in accordance with paragraph
5(a)(ii)(B) above relating to
an Annual Valuation Date, the
Corporation shall deliver to
Moody's an Accountant's
Confirmation relating to such
Basic Maintenance Report that
was prepared by the Corporation
during the quarter ending on
such Annual Valuation Date.
Also, within ten Business Days
after the date of delivery to
Moody's of a Basic Maintenance
Report in accordance with para-
graph 5(a)(ii)(B) above
relating to a Valuation Date on
which the Corporation fails to
satisfy the requirements of
paragraph 5(a)(ii)(A) and any
Basic Maintenance Amount Cure
Date, the Corporation shall
deliver to Moody's an
Accountant's Confirmation
relating to such Basic Mainte-
nance Report.
(d) In the event the Adjusted Value
of the Corporation's Moody's
Eligible Assets shown in any
Basic Maintenance Report pre-
pared pursuant to paragraph
5(a)(ii)(B) above is less than
the applicable Basic
Maintenance Amount, the Corpo-
ration shall have until the
Basic Maintenance Amount Cure
Date to achieve an Adjusted
Value of the Corporation's
Moody's Eligible Assets at
least equal to the Basic
Maintenance Amount, and upon
such achievement (and not later
than such Basic Maintenance
Amount Cure Date) the Corpo-
ration shall inform Moody's of
such achievement in writing by
delivery of a revised Basic
Maintenance Report showing an
Adjusted Value of the
Corporation's Moody's Eligible
Assets at least equal to the
Basic Maintenance Amount as of
the date of such revised Basic
Maintenance Report.
(e) On or before 5:00 P.M., New
York City time, on no later
than the fifth Business Day
after the next Valuation Date
following each date on which
the Corporation has repurchased
more than 1% of its Common
Stock since the most recent
date of delivery of a Basic
Maintenance Report, the
Corporation shall complete and
deliver to Moody's a Basic
Maintenance Report.  A Basic
Maintenance Report delivered as
provided in paragraph
5(a)(ii)(B) above also shall be
deemed to have been delivered
pursuant to this paragraph
5(a)(ii)(E).
(b) Failure to Meet Asset Coverage.
If the Corporation fails to have Asset Coverage as
provided in paragraph 5(a)(i) hereof and such failure is
not cured as of the related Series B Asset Coverage Cure
Date, (i) the Corporation shall give a Notice of Redemp-
tion as described in paragraph 3 of Article II hereof
with respect to the redemption of a sufficient number of
shares of Preferred Stock, which at the Corporation's
determination (to the extent permitted by the 1940 Act
and Maryland law) may include any proportion of Series B
Preferred Stock, to enable it to meet the requirements
of paragraph 5(a)(i) above, and, at the Corporation's
discretion, such additional number of shares of Series B
Preferred Stock or other Preferred Stock in order that
the Corporation have Asset Coverage with respect to the
shares of Series B Preferred Stock and any other Pre-
ferred Stock remaining Outstanding after such redemption
as great as 220%, and (ii) deposit with the Dividend-
Disbursing Agent Deposit Securities having an initial
combined value sufficient to effect the redemption of
the shares of Series B Preferred Stock or other
Preferred Stock to be redeemed, as contemplated by
paragraph 3(a) of Article II hereof.
(c) Failure to Maintain Moody's Eligible Assets
having an Adjusted Value at Least Equal to the Basic
Maintenance Amount.
If the Corporation fails to have Moody's Eligible
Assets having an Adjusted Value at least equal to the
Basic Maintenance Amount as provided in paragraph
5(a)(ii)(A) above and such failure is not cured, the
Corporation shall, on or prior to the Basic Maintenance
Amount Cure Date, (i) give a Notice of Redemption as de-
scribed in paragraph 3 of Article II hereof with respect
to the redemption of a sufficient number of shares of
Series B Preferred Stock or other Preferred Stock to
enable it to meet the requirements of paragraph
5(a)(ii)(A) above, and, at the Corporation's discretion,
such additional number of shares of Series B Preferred
Stock or other Preferred Stock in order that the Corpo-
ration have Adjusted Assets with respect to the remain-
ing shares of Series B Preferred Stock and any other
Preferred Stock remaining Outstanding after such redemp-
tion as great as 110% of the Basic Maintenance Amount,
and (ii) deposit with the Dividend-Disbursing Agent
Deposit Assets having an initial combined value suffi-
cient to effect the redemption of the shares of Series B
Preferred Stock or other Preferred Stock to be redeemed,
as contemplated by paragraph 3(a) of Article II hereof.
(d) Status of Shares Called for Redemption.
For purposes of determining whether the
requirements of paragraphs 5(a)(i) and 5(a)(ii)(A)
hereof are satisfied, (i) no share of the Series B
Preferred Stock shall be deemed to be Outstanding for
purposes of any computation if, prior to or concurrently
with such determination, sufficient Deposit Assets to
pay the full Redemption Price for such share shall have
been deposited in trust with the Dividend-Disbursing
Agent (or applicable paying agent) and the requisite
Notice of Redemption shall have been given, and (ii)
such Deposit Assets deposited with the Dividend-
Disbursing Agent (or paying agent) shall not be includ-
ed.
SECTION 6. Certain Other Restrictions.
(a) For so long as the Series B Preferred Stock is
rated by Moody's at the request of the Corporation, the
Corporation will not, and will cause the Adviser not to,
(i) knowingly and willfully purchase or sell any asset
for the specific purpose of causing, and with the actual
knowledge that the effect of such purchase or sale will
be to cause, the Corporation to have Moody's Eligible
Assets having an Adjusted Value as of the date of such
purchase or sale to be less than the Basic Maintenance
Amount as of such date, (ii) in the event that, as of
the immediately preceding Valuation Date, the Adjusted
Value of the Corporation's Moody's Eligible Assets
exceeded the Basic Maintenance Amount by 5% or less,
alter the composition of the Corporation's assets in a
manner reasonably expected to reduce the Adjusted Value
of the Corporation's Moody's Eligible Assets, unless the
Corporation shall have confirmed that, after giving
effect to such alteration, the Adjusted Value of the
Corporation's Moody's Eligible Assets exceeded the Basic
Maintenance Amount or (iii) declare or pay any dividend
or other distribution on any shares of Common Stock or
repurchase any shares of Common Stock, unless the Corpo-
ration shall have confirmed that, after giving effect to
such declaration, other distribution or repurchase, the
Corporation continued to satisfy the requirements of
paragraph 5(a)(ii)(A) of Article II hereof.
(b) For so long as the Series B Preferred Stock is
rated by Moody's at the request of the Corporation,
unless the Corporation shall have received written
confirmation from Moody's, the Corporation may engage in
the lending of its portfolio securities only in an
amount of up to 5% of the Corporation's total assets,
provided that the Corporation receives cash collateral
for such loaned securities which is maintained at all
times in an amount equal to at least 100% of the current
market value of the loaned securities and, if invested,
is invested only in Short-Term Money Market Investments
or in money market mutual funds meeting the requirements
of Rule 2a-7 under the 1940 Act that maintain a constant
$1.00 per share net asset value and treat the loaned
securities rather than the collateral as the assets of
the Corporation for purposes of determining compliance
with Article 5 hereof.
(c) For so long as the Series B Preferred Stock is
rated by Moody's at the request of the Corporation, the
Corporation shall not consolidate the Corporation with,
merge the Corporation into, sell or otherwise transfer
all or substantially all of the Corporation's assets to
another Person or adopt a plan of liquidation of the
Corporation, in each case without providing prior
written notification to Moody's.
SECTION 7. 	Limitation on Incurrence of
Additional Indebtedness and Issuance of Additional
Preferred Stock
(a) So long as any shares of Series B Preferred
Stock are Outstanding, the Corporation may issue and
sell one or more series of a class of senior securities
of the Corporation representing indebtedness under
Section 18 of the 1940 Act and/or otherwise create or
incur indebtedness, provided that immediately after
giving effect to the incurrence of such indebtedness and
to its receipt and application of the proceeds thereof,
the Corporation shall have an "asset coverage" for all
senior securities representing indebtedness, as defined
in Section 18(h) of the 1940 Act, of at least 300% of
the amount of all indebtedness of the Corporation then
Outstanding and no such additional indebtedness shall
have any preference or priority over any other indebted-
ness of the Corporation upon the distribution of the
assets of the Corporation or in respect of the payment
of interest.  Any possible liability resulting from
lending and/or borrowing portfolio securities, entering
into reverse repurchase agreements, entering into
futures contracts and writing options, to the extent
such transactions are made in accordance with the
investment restrictions of the Corporation then in ef-
fect, shall not be considered to be indebtedness limited
by this paragraph 7(a).
(b) So long as any shares of Series B Preferred
Stock are Outstanding, the Corporation may issue and
sell shares of one or more other series of Preferred
Stock constituting a series of a class of senior securi-
ties of the Corporation representing stock under Section
18 of the 1940 Act in addition to the shares of Series B
Preferred Stock, provided that (i) the Corporation
shall, immediately after giving effect to the issuance
of such additional Preferred Stock and to its receipt
and application of the proceeds thereof, including,
without limitation, to the redemption of Preferred Stock
for which a Redemption Notice has been mailed prior to
such issuance, have an "asset coverage" for all senior
securities which are stock, as defined in Section 18(h)
of the 1940 Act, of at least 200% of the sum of the
liquidation preference of the shares of Series B
Preferred Stock and all other Preferred Stock of the
Corporation then Outstanding, and (ii) no such
additional Preferred Stock shall have any preference or
priority over any other Preferred Stock of the Corpo-
ration upon the distribution of the assets of the
Corporation or in respect of the payment of dividends.


ABILITY OF BOARD OF DIRECTORS TO MODIFY THE ARTICLES
SUPPLEMENTARY

The calculation of Adjusted Value, Basic Main-
tenance Amount and the elements of each of them and the
definitions of such terms and elements may be modified
by action of the Board of Directors without further
action by the stockholders if the Board of Directors
determines that such modification is necessary to
prevent a reduction in rating of the shares of Preferred
Stock by Moody's or is in the best interests of the
holders of shares of Common Stock and is not adverse to
the holders of Preferred Stock in view of advice to the
Corporation by Moody's that such modification would not
adversely affect its then-current rating of the shares
of Series B Preferred Stock.  To the extent the
Corporation is unable to obtain an opinion of counsel to
the effect that operation of the foregoing sentence is
enforceable in the circumstances then obtaining, the
calculation of Adjusted Value, Basic Maintenance Amount
and the elements of each of them and the definitions of
such terms and the elements thereof shall be adjusted
from time to time without further action by the Board of
Directors and the stockholders only to reflect changes
made thereto independently by Moody's (if Moody's is
then rating the Series B Preferred Stock at the request
of the Corporation) if Moody's has advised the Corpora-
tion in writing separately (a) of such adjustments and
(b) that the revised calculation definition would not
cause Moody's to reduce or withdraw its then-current
rating of the shares of Series B Preferred Stock.  The
adjustments contemplated by the preceding sentence shall
be made effective upon the time the Corporation receives
the notice from Moody's to the effect specified in
clause (b) of the preceding sentence.  Any such
modification may be rescinded or further modified by
action of the Board of Directors and the stockholders.
Notwithstanding the provisions of the preceding
paragraph, to the extent permitted by law, the Board of
Directors, without the vote of the holders of the Series
B Preferred Stock or any other capital stock of the
Corporation, may amend the provisions of these Articles
Supplementary to resolve any inconsistency or ambiguity
or to remedy any formal defect so long as the amendment
does not materially adversely affect any of the contract
rights of holders of shares of the Series B Preferred
Stock or any other capital stock of the Corporation or
adversely affect the then-current rating on the Series B
Preferred Stock by Moody's.

IN WITNESS WHEREOF, The Gabelli Convertible and Income
Securities Fund Inc. has caused these presents to be signed
in its name and on its behalf by a duly authorized officer,
and its corporate seal to be hereunto affixed and attested
by its Secretary, and the said officers of the Corporation
further acknowledge said instrument to be the corporate act
of the Corporation, and state that to the best of their
knowledge, information and belief under penalty of perjury
the matters and facts herein set forth with respect to ap-
proval are true in all material respects, all on March 13,
2003.





By /s/ Bruce N. Alpert
  Name:  Bruce N. Alpert
  Title:	   President


Attest:

/s/ James E. McKee
Name:	James E. McKee
Title:	Secretary



[PAGE BREAK]



THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
(the "Fund")
EXHIBIT TO ITEM 77Q1


                  ARTICLES SUPPLEMENTARY
           CREATING AND FIXING THE RIGHTS OF
    SERIES C AUCTION RATE CUMULATIVE PREFERRED STOCK

The Gabelli Convertible and Income Securities
Fund Inc., a Maryland corporation having its principal
office in Baltimore City, Maryland (the "Corporation"),
hereby certifies to the State Department of Assessments
and Taxation of the State of Maryland that:

		FIRST:  The Board of Directors of the
Corporation, at a meeting duly convened and held on
February 19, 2003, pursuant to authority expressly
vested in it by Article V of the Charter of the
Corporation, adopted a resolution designating5 5,000
authorized and unissued shares of Preferred Stock as
"Series C Auction Rate Preferred Stock."

		SECOND: The preferences, rights, voting
powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption
of the Series C Auction Rate Cumulative Preferred Stock,
par value $.001 per share, as set by the Board of
Directors are as follows:

DESIGNATION

		Series C Preferred Stock:  A series of 5,000
preferred shares, par value $0.001 per share,
liquidation preference $25,000 per share, is hereby
designated "Series C Auction Rate Cumulative Preferred
Stock" (the "Series C Preferred Stock").  Each share of
Series C Preferred Stock may be issued on a date to be
determined by the Board of Directors of the Corporation;
have an initial dividend rate per annum, an initial
Dividend Period and an initial Dividend Payment Date as
shall be determined in advance of the issuance thereof
by the Board of Directors of the Corporation; and have
such other preferences, rights, voting powers,
restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption,
in addition to those required by applicable law or set
forth in the Charter applicable to Preferred Stock of
the Corporation, as are set forth in these Articles
Supplementary.  The Series C Preferred Stock shall
constitute a separate series of Preferred Stock.

		As used in these Articles Supplementary,
unless the context requires otherwise, each capitalized
term shall have the meaning ascribed to it in paragraph
13 of Article I and paragraph 1 of Article II of these
Articles Supplementary.

Article I:  Series C Preferred Stock Terms
1. 	Number of Shares; Ranking.

(a) 	The initial number of authorized shares
constituting the Series C Preferred Stock is 5,000.  No
fractional shares of Series C Preferred Stock shall be
issued.

(b) 	Shares of Series C Preferred Stock which
at any time have been redeemed or purchased by the
Corporation shall, after such redemption or purchase,
have the status of authorized but unissued shares of
Preferred Stock.

(c) 	The Series C Preferred Stock shall rank
on a parity with any other series of Preferred Stock as
to the payment of dividends to which such stock is
entitled.

(d) 	No Holder of Series C Preferred Stock
shall have, solely by reason of being such a holder, any
preemptive or other right to acquire, purchase or
subscribe for any shares of any Preferred Stock or
Common Stock or other securities of the Corporation
which it may hereafter issue or sell.

2. 	Dividends.

(a) 	The Holders of Series C Preferred Stock
shall be entitled to receive, when, as and if declared
by the Board of Directors, out of funds legally
available therefor, cumulative cash dividends on their
shares of Series C Preferred Stock at the dividend rate
determined by the Board of Directors in the manner
described under "Designation" above during the period
from and after the date on which such shares are
originally issued and including the last day of the
initial Dividend Period and, thereafter, at the rate,
determined as set forth in paragraph 2(c), and no more,
payable on the respective dates determined as set forth
in paragraph 2(b).  Dividends on the Outstanding shares
of Series C Preferred Stock shall accumulate from the
date on which such shares are originally issued.

(i)   Dividends shall be payable when, as
and if declared by the Board of Directors following the
initial Dividend Payment Date, subject to paragraph
2(b)(ii), on the Series C Preferred Stock as follows:

(A) 	with respect to any Dividend Period
of one year or less, on the first Business Day following
the last day of such Dividend Period; provided, however,
if the Dividend Period is more than 91 days then on the
91st, 181st and 271st days within such period, if
applicable, and on the first Business Day following the
last day of such Dividend Period; and

(B) 	with respect to any Dividend Period
of more than one year, on a quarterly basis on each
March 26th, June 26th, September 26th and December 26th
within such Dividend Period and on the first Business
Day following the last day of such Dividend Period.

(ii) 	If a day for payment of dividends
resulting from the application of paragraph 2(b)(i)
above is not a Business Day, then the Dividend Payment
Date shall be the first Business Day following such day
for payment of dividends.

(iii) 	The Corporation shall pay to
the Paying Agent not later than 12:00 noon, New York
City time, on the Business Day immediately preceding
each Dividend Payment Date for Series C Preferred Stock,
an aggregate amount of immediately available funds equal
to the dividends to be paid to all Holders of such
Series C Preferred Stock on such Dividend Payment Date.
The Corporation shall not be required to establish any
reserves for the payment of dividends.

(iv) 	All moneys paid to the Paying Agent
for the payment of dividends shall be held in trust for
the payment of such dividends by the Paying Agent for
the benefit of the Holders specified in paragraph
2(b)(v).  Unless instructed by the Corporation in
writing the Paying Agent will hold such moneys
uninvested.  Any moneys paid to the Paying Agent in
accordance with the foregoing but not applied by the
Paying Agent to the payment of dividends, including
interest earned, if any, on such moneys, will, to the
extent permitted by law, be repaid to the Corporation at
the end of 90 days from the date on which such moneys
were to have been so applied.

(v) 	Each dividend on Series C Preferred
Stock shall be paid on the Dividend Payment Date
therefor to the Holders of Series C Preferred Stock as
their names appear on the stock ledger or stock records
of the Corporation on the Business Day immediately
preceding such Dividend Payment Date; provided, however,
that if dividends are in arrears, they may be declared
and paid at any time to Holders as their names appear on
the stock ledger or stock records of the Corporation on
such date not exceeding 15 days preceding the payment
date thereof, as may be fixed by the Board of Directors.
No interest will be payable in respect of any dividend
payment or payments which may be in arrears.

(vi)   For each Dividend Period after the
initial Dividend Period for the Outstanding shares of
Series C Preferred Stock, the dividend rate shall be
equal to the rate (stated as a rate per annum) that
results from an Auction (but the rate set at the Auction
will not exceed the Maximum Rate); provided, however,
that if an Auction for any subsequent Dividend Period is
not held for any reason (other than as provided in the
immediately following sentence) or if Sufficient
Clearing Bids have not been made in an Auction (other
than as a result of all shares of Series C Preferred
Stock being the subject of Submitted Hold Orders), then
the dividend rate on each Outstanding share of Series C
Preferred Stock for any such Dividend Period shall be
the Maximum Rate, except as provided in 2(c)(ii) below.
If an Auction is not held because an unforeseen event or
unforeseen events cause a day that otherwise would have
been an Auction Date not to be a Business Day, then the
length of the then-current Dividend Period shall be
extended by seven days (or a multiple thereof if
necessary because of such unforeseen event or events),
the Applicable Rate for such period shall be the
Applicable Rate for the Dividend Period so extended and
the Dividend Payment Date for such Dividend Period shall
be the first Business Day immediately succeeding the end
of such period.

(vii) 	Subject to the cure provisions
in paragraph 2(c)(iii) below, a Default Period with
respect to the Outstanding shares of Series C Preferred
Stock will commence if the Corporation fails to deposit
irrevocably in trust in same-day funds, with the Paying
Agent by 12:00 noon, New York City time on the Business
Day immediately preceding the relevant Dividend Payment
Date, the full amount of any declared dividend on the
Outstanding shares of Series C Preferred Stock then
payable on that Dividend Payment Date (a "Dividend
Default").

 		Subject to the cure provisions of paragraph
2(c)(iii) below, a Default Period with respect to a
Dividend Default or a Redemption Default shall end on
the Business Day on which, by 12:00 noon, New York City
time, all unpaid dividends and any unpaid Redemption
Price in respect of such shares of Series C Preferred
Stock shall have been deposited irrevocably in trust in
same-day funds with the Paying Agent.  In the case of a
Default Period, the following shall apply:

 A.	Each Dividend Period that commences
during a Default Period will be a
Standard Dividend Period.

 B.	The dividend rate for each Dividend
Period that commences and concludes
during a Default Period will be equal to
the Default Rate.
 C.	In the event a Holder sells Series C
Preferred Stock at an Auction that takes
place on the day a Dividend Default
occurs and the Default is not cured in
accordance with paragraph 2(c)(iii)
below, such former Holder shall be
entitled to receive the Default Rate with
respect to the shares of Series C
Preferred Stock such Holder sold at the
Auction for the Dividend Period with
respect to which the Default occurred.

 D.	In the event a Dividend Period commences
during a Default Period and such Dividend
Period continues after such Default
Period has ended (a) the dividend rate
for the portion of such Dividend Period
that occurs during the Default Period
will be the Default Rate and (b) the
dividend rate for the portion of such
Dividend Period that falls outside the
Default Period will be (i) the Applicable
Rate, in the case of the first Dividend
Period following a Default, or (ii) the
Maximum Rate, in the case of any other
Dividend Period commencing during a
Default Period.

 E.	The commencement of a Default Period will
not by itself cause the commencement of a
new Dividend Period.

 F.	No Auction will be held during an
applicable Default Period; provided,
however, that if a Default Period shall
end prior to the end of a Standard
Dividend Period that had commenced during
such Default Period, an Auction will be
held on the last day of such Standard
Dividend Period.

(viii) 	No Default Period with respect
to a Dividend Default or Redemption Default shall be
deemed to have commenced, unless such default is due
solely to the willful failure of the Corporation, if the
amount of any dividend or any Redemption Price due is
deposited irrevocably in trust in same-day funds with
the Paying Agent by 12:00 noon, New York City time
within three Business Days after the applicable Dividend
Payment Date or Redemption Date, together with an amount
in respect of such shares of Series C Preferred Stock
equal to the Default Rate applied to the amount of such
non-payment based on the actual number of days that
would otherwise have comprised the Default Period
divided by 360.  The "Default Rate" shall be equal to
the Reference Rate multiplied by three (3).

(ix) 	The amount of dividends per share of
Series C Preferred Stock payable (if declared) on each
Dividend Payment Date of each Dividend Period of less
than one year (or in respect of dividends on another
date in connection with a redemption during such
Dividend Period) shall be computed by multiplying the
relevant Applicable Rate, Default Rate or Maximum Rate,
as the case may be, for such Dividend Period (or a
portion thereof) by a fraction, the numerator of which
will be the number of days in such Dividend Period (or
portion thereof) that such share of Series C Preferred
Stock was Outstanding and for which the Applicable Rate,
Maximum Rate or the Default Rate was applicable (but in
no event shall the numerator exceed 360) and the
denominator of which will be 360, multiplying the amount
so obtained by $25,000, and rounding the amount so
obtained to the nearest cent.  During any Dividend
Period of one year or more, the amount of dividends per
share of Series C Preferred Stock payable on any
Dividend Payment Date (or in respect of dividends on
another date in connection with a redemption during such
Dividend Period) will be computed as described in the
preceding sentence except that the numerator, with
respect to any full twelve month period, will be 360.

(b) 	Any dividend payment made on shares of
Series C Preferred Stock shall first be credited against
the earliest accumulated but unpaid dividends due with
respect to such shares.

(c) 	For so long as shares of the Series C
Preferred Stock are Outstanding, except as otherwise
contemplated by Article I of these Articles
Supplementary, the Corporation shall not pay any
dividend or other distribution (other than a dividend or
distribution paid in shares of, or options, warrants or
rights to subscribe for or purchase, Common Stock or
other stock, if any, ranking junior to the Series C
Preferred Stock as to dividends and upon liquidation)
with respect to Common Stock or any other capital stock
of the Corporation ranking junior to the Series C
Preferred Stock as to dividends or upon liquidation, or
call for redemption, redeem, purchase or otherwise
acquire for consideration any Common Stock or other
capital stock ranking junior to the Series C Preferred
Stock (except by conversion into or exchange for shares
of the Corporation ranking junior to the Series C
Preferred Stock as to dividends and upon liquidation),
unless, in each case, (i) immediately after such
transaction, the Corporation would have Eligible Assets
with an aggregate Discounted Value at least equal to the
Basic Maintenance Amount and the Asset Coverage would be
achieved, (ii) all cumulative and unpaid dividends due
on or prior to the date of the transaction have been
declared and paid in full with respect to the
Corporation's Preferred Stock, including the Series C
Preferred Stock (or shall have been declared and
sufficient funds for the payment thereof deposited with
the applicable Paying Agent) and (iii) the Corporation
has redeemed the full number of shares of Preferred
Stock to be redeemed mandatorily pursuant to any
provision for mandatory redemption contained herein,
including, without limitation, any such provision
contained in paragraph 3(a)(ii).

(d) 	No full dividends shall be declared or
paid on the Series C Preferred Stock for any Dividend
Period or part thereof, unless full cumulative dividends
due through the most recent Dividend Payment Dates
therefor for all Outstanding series of Preferred Stock
of the Corporation ranking on a parity with the Series C
Preferred Stock as to the payment of dividends have been
or contemporaneously are declared and paid through the
most recent Dividend Payment Dates therefor.  If full
cumulative dividends due have not been paid on all
Outstanding shares of such Preferred Stock, any
dividends being paid on such shares of Preferred Stock
(including the Series C Preferred Stock) will be paid as
nearly pro rata as possible in proportion to the
respective amounts of dividends accumulated but unpaid
on each such series of Preferred Stock then Outstanding
on the relevant Dividend Payment Date.

3. 	Redemption.

(i)   Optional Redemption.  After the
initial Dividend Period, subject to any Non-Call Period
and the provisions of this paragraph 3 and to the extent
permitted under the 1940 Act and Maryland law, the
Corporation may, at its option, redeem in whole or in
part out of funds legally available therefor, shares of
Series C Preferred Stock by delivering a notice of
redemption not less than 7 calendar days and not more
than 40 calendar days prior to the Redemption Date, in
the case of shares herein designated as (A) having a
Dividend Period of one year or less, on the next
Business Day after the last day of such Dividend Period,
at a redemption price per share equal to $25,000, plus
an amount equal to accumulated but unpaid dividends
thereon (whether or not earned or declared) to the
Redemption Date ("Redemption Price"), or (B) having a
Dividend Period of more than one year, on any Business
Day prior to the end of the relevant Dividend Period, at
the Redemption Price subject to any applicable Specific
Redemption Provisions.  Notwithstanding the foregoing,
the Corporation shall not give a notice of any
redemption pursuant to this paragraph 3(a)(i) unless, on
the date on which the Corporation gives such notice (x)
the Corporation reasonably believes that, assuming the
fulfillment of any conditions precedent specified in
such notice, it will be able to deposit with the Paying
Agent when due Deposit Assets with maturity or tender
dates not later than the day preceding the applicable
Redemption Date and having a value not less than the
amount (including any applicable premium) due to Holders
of the Series C Preferred Stock to be redeemed on the
Redemption Date and (y) the Corporation would have
Eligible Assets with an aggregate Discounted Value at
least equal to the Basic Maintenance Amount and the
Asset Coverage immediately subsequent to such
redemption, if such redemption were to occur on such
date, it being understood that the provisions of
paragraph 3(d) shall be applicable in such circumstances
in the event the Corporation makes the deposit and takes
the other action required thereby.

(ii) 	Mandatory Redemption.  So long as
shares of Series C Preferred Stock are Outstanding, if
the Corporation fails (A) as of any Valuation Date to
meet the Basic Maintenance Test and such failure is not
cured by the Basic Maintenance Amount Cure Date or (B)
as of any Valuation Date to meet the 1940 Act Asset
Coverage and such failure is not cured by the Series C
Asset Coverage Cure Date or (C) as of any valuation or
measuring date applicable to any other series of
Preferred Stock to meet any applicable maintenance
amount test and such failure is not cured by the
relevant cure date (any such cure date, together with
any Basic Maintenance Amount Cure Date or Series C Asset
Coverage Cure Date, a "Cure Date"), Preferred Stock,
which at the Corporation's determination may include
Series C Preferred Stock, will be subject to mandatory
redemption out of funds legally available therefor.  The
series and number of shares of Preferred Stock to be
redeemed in such circumstances will be determined by the
Corporation, subject to the limitations of the 1940 Act
and Maryland law, from among all series of Preferred
Stock then Outstanding and may include any proportion of
Series C Preferred Stock or any other series of
Preferred Stock.  The amount of Preferred Stock to be
mandatorily redeemed under such circumstances shall, in
the aggregate, equal the lesser of (1) the minimum
amount of Preferred Stock (including the Series C
Preferred Stock if so determined by the Corporation) the
redemption of which, if deemed to have occurred
immediately prior to the opening of business on the
relevant Cure Date, would result in the Corporation
meeting, as the case may be, the Basic Maintenance Test,
the Asset Coverage and any other then applicable
maintenance amount test, in each case as of the relevant
Cure Date (provided that, if there is no such minimum
amount of Preferred Stock the redemption of which would
have such result, all Series C Preferred Stock then
Outstanding will be redeemed), and (2) the maximum
amount of Preferred Stock that can be redeemed out of
funds expected to be available therefor on the Mandatory
Redemption Date at the Mandatory Redemption Price;
provided, that in the event that Preferred Stock is
redeemed mandatorily pursuant to this paragraph 3, the
Corporation may, but is not required to, redeem a suffi-
cient amount of additional shares of Series C Preferred
Stock, which when aggregated with other shares of
Preferred Stock redeemed by the Corporation, permits the
Corporation to have (x) Eligible Assets with Adjusted
Value with respect to the Preferred Stock remaining
Outstanding of as great as 110% of the Basic Maintenance
Amount and (y) Asset Coverage with respect to the Pre-
ferred Stock remaining Outstanding of as much as 220%.

(iii) 	Subject to the Articles
Supplementary establishing each series of Preferred
Stock and the 1940 Act, the Corporation may determine
the shares and series of Preferred Stock to be redeemed
in accordance with the paragraph 3(a)(ii) above, subject
to the further provisions of this paragraph 3(a)(iii).
Subject to the immediately preceding sentence, the
Corporation shall effect any mandatory redemption of
Series C Preferred Stock relating to:  (A) a failure to
meet the Basic Maintenance Test, no later than 30 days
after the Corporation last met the Basic Maintenance
Test, (B) a failure to meet the Asset Coverage, no later
than 30 days after the Series C Asset Coverage Cure Date
or (C) a failure to meet any other then applicable
maintenance amount test in accordance with the
requirements of such test (in each case the date
specified for such redemption being, the "Mandatory
Redemption Date"), except that if the Corporation does
not have funds legally available for the redemption of,
or is not otherwise legally permitted to redeem, the
amount of Preferred Stock which would be mandatorily
redeemed by the Corporation under subparagraph 3(a)(ii)
if sufficient funds were available, or the Corporation
otherwise is unable to effect such redemption on or
prior to the applicable Mandatory Redemption Date, the
Corporation shall redeem on such redemption date the
number of shares of Series C Preferred Stock and other
Preferred Stock with respect to which it has given
notice of redemption as it shall have legally available
funds, or is otherwise able, to redeem ratably on the
basis of Redemption Price from each holder whose shares
are to be redeemed and the remainder of the Series C
Preferred Stock and other Preferred Stock which it was
unable to redeem on the earliest practicable date on
which the Corporation will have such funds available
upon notice, in the case of Series C Preferred Stock
pursuant to paragraph 3(b) to Holders of shares of
Series C Preferred Stock to be redeemed.  The
Corporation will deposit with the Paying Agent funds
sufficient to redeem the specified number of shares of
Series C Preferred Stock subject to a redemption under
paragraph 3(a)(ii), by 1:00 P.M., New York City time, of
the Business Day immediately preceding the Mandatory
Redemption Date.  If fewer than all of the Outstanding
shares of Series C Preferred Stock are to be redeemed
pursuant to this paragraph 3(a)(iii), the number of
shares of Series C Preferred Stock to be redeemed shall
be redeemed pro rata from the Holders of such shares in
proportion to the number of shares of Series C Preferred
Stock held by such Holders, by lot or by such other
method as the Corporation shall deem fair and equitable,
subject, however, to the terms of any applicable
Specific Redemption Provisions.

(b) 	In the event of a redemption of Series C
Preferred Stock pursuant to paragraph 3(a) above, the
Corporation will have filed or will file a notice of its
intention to redeem with the Commission, in either case
so as to provide at least the minimum notice required
under Rule 23c-2 under the 1940 Act or any successor
provision.  In addition, the Corporation shall deliver a
notice of redemption to the Auction Agent (the "Notice
of Redemption") containing the information set forth
below (i) in the case of an optional redemption pursuant
to paragraph 3(a)(i) above, one Business Day prior to
the giving of notice to the Holders and (ii) in the case
of a mandatory redemption pursuant to paragraph 3(a)(ii)
above, on or prior to the 7th day preceding the
Mandatory Redemption Date.  The Auction Agent will use
its reasonable efforts to provide telephonic, electronic
or written notice to each Holder of any shares of Series
C Preferred Stock called for redemption not later than
the close of business on the Business Day immediately
following the day on which the Corporation determines
the shares to be redeemed (or, during a Default Period
with respect to such shares, not later than the close of
business on the Business Day immediately following the
day on which the Auction Agent receives Notice of
Redemption from the Corporation).  The Auction Agent
shall confirm a telephonic notice in writing not later
than the close of business on the third Business Day
preceding the date fixed for redemption by providing the
Notice of Redemption to each Holder of shares called for
redemption, the Paying Agent (if different from the
Auction Agent) and the Securities Depository.  Notice of
Redemption will be addressed to the Holders of Series C
Preferred Stock at their addresses appearing on the
share records of the Corporation.  Such Notice of
Redemption will set forth (s) the date fixed for
redemption, (t) the number or percentage of shares of
Series C Preferred Stock to be redeemed, (u) the CUSIP
number(s) of such shares, (v) the Redemption Price
(specifying the amount of accumulated dividends to be
included therein), (w) the place or places where such
shares are to be redeemed, (x) that dividends on the
shares to be redeemed will cease to accumulate on such
date fixed for redemption, (y) the provision of these
Articles Supplementary under which redemption shall be
made, and (z) any conditions precedent to such
redemption.  If fewer than all the Outstanding shares of
Series C Preferred Stock held by any Holder are to be
redeemed, the Notice of Redemption mailed to such Holder
shall also specify the number or percentage of shares of
Series C Preferred Stock to be redeemed from such
Holder.  No defect in the Notice of Redemption or in the
transmittal or mailing thereof will affect the validity
of the redemption proceedings, except as required by
applicable law.

(c) 	Notwithstanding the provisions of
paragraph 3(a),
 the Corporation shall not redeem shares of Preferred
Stock unless all accumulated and unpaid dividends on all
Outstanding shares of Series C Preferred Stock and other
Preferred Stock ranking on a parity with the Series C
Preferred Stock with respect to dividends for all
applicable past Dividend Periods (whether or not earned
or declared by the Corporation) have been or are
contemporaneously paid or declared and Deposit Assets
for the payment of such dividends have been deposited
with the Paying Agent; provided, however, that the
foregoing shall not prevent the purchase or acquisition
of outstanding shares of Preferred Stock pursuant to the
successful completion of an otherwise lawful purchase or
exchange offer made on the same terms to holders of all
Outstanding shares of Preferred Stock.

(d) 	Upon the deposit of funds sufficient to
redeem shares of Series C Preferred Stock with the
Paying Agent and the giving of the Notice of Redemption
to the Auction Agent under paragraph 3(b) above,
dividends on such shares shall cease to accumulate and
such shares shall no longer be deemed to be Outstanding
for any purpose (including, without limitation, for
purposes of calculating whether the Corporation has met
the Basic Maintenance Test or the Asset Coverage), and
all rights of the Holders of the shares of Series C
Preferred Stock so called for redemption shall cease and
terminate, except the right of such Holder to receive
the Redemption Price specified herein, but without any
interest or other additional amount.  Such Redemption
Price shall be paid by the Paying Agent to the nominee
of the Securities Depository.  The Corporation shall be
entitled to receive from the Paying Agent, promptly
after the date fixed for redemption, any cash deposited
with the Paying Agent in excess of (i) the aggregate
Redemption Price of the shares of Series C Preferred
Stock called for redemption on such date and (ii) such
other amounts, if any, to which Holders of the Series C
Preferred Stock called for redemption may be entitled.
Any funds so deposited that are unclaimed at the end of
two years from such redemption date shall, to the extent
permitted by law, be paid to the Corporation, after
which time the Holders of shares of Series C Preferred
Stock so called for redemption may look only to the
Corporation for payment of the Redemption Price and all
other amounts, if any, to which they may be entitled;
provided, however, that the Paying Agent shall notify
all Holders whose funds are unclaimed by placing a
notice in The Wall Street Journal concerning the
availability of such funds for three consecutive weeks.
The Corporation shall be entitled to receive, from time
to time after the date fixed for redemption, any
interest earned on the funds so deposited.

(e) 	A Default Period with respect to the
Outstanding shares of Series C Preferred Stock will
commence if the Corporation fails to deposit irrevocably
in trust in same-day funds, with the Paying Agent by
12:00 noon, New York City time on the Business Day
preceding the redemption date specified in the Notice of
Redemption (the "Redemption Date") the full amount of
any Redemption Price payable on such Redemption Date (a
"Redemption Default"); provided, that no Redemption
Default shall be deemed to have occurred in respect of
Series C Preferred Stock when the related redemption
notice provides that the redemption of such Series C
Preferred Stock is subject to one or more conditions
precedent and each such condition precedent shall not
have been satisfied at the time or times or in the
manner specified in such Notice of Redemption.  To the
extent a Redemption Default occurs with respect to
Series C Preferred Stock or that any redemption for
which Notice of Redemption has been given is otherwise
prohibited, such redemption shall be made as soon as
practicable to the extent such funds become legally
available or such redemption is no longer otherwise
prohibited.  Notwithstanding the fact that a Redemption
Default has occurred and is continuing or that the
Corporation has otherwise failed to redeem shares of
Series C Preferred Stock for which a Notice of
Redemption has been given, dividends may be declared and
if so declared will be paid on Series C Preferred Stock,
which shall include those shares of Series C Preferred
Stock for which Notice of Redemption has been given but
for which deposit of funds has not been made.

(f) 	All moneys paid to the Paying Agent for
payment of the Redemption Price of shares of Series C
Preferred Stock called for redemption shall be held in
trust by the Paying Agent for the benefit of Holders of
the Series C Preferred Stock so to be redeemed.  A
Redemption Default will occur on account of the
Corporation's failure to timely deposit any required
Redemption Price with the Paying Agent and any resulting
Default Period will end in accordance with paragraph
2(c).

(g) 	So long as the Series C Preferred Stock
is held of record by the nominee of the Securities
Depository, the Redemption Price for such shares will be
paid on the date fixed for redemption to the nominee of
the Securities Depository for distribution to Agent
Members for distribution to the Persons for whom they
are acting as agent.

(h) 	Except for the provisions described
above, nothing contained in these Articles Supplementary
limits any right of the Corporation to purchase or
otherwise acquire Series C Preferred Stock outside of an
Auction at any price, whether higher or lower than the
price that would be paid in connection with an optional
or mandatory redemption, so long as, at the time of any
such purchase, there is no arrearage in the payment of
dividends on, or the mandatory or optional Redemption
Price with respect to, any shares of Series C Preferred
Stock for which Notice of Redemption has been given and
the Corporation meets the Asset Coverage and the Basic
Maintenance Test after giving effect to such purchase or
acquisition on the date thereof.  Any shares of Series C
Preferred Stock which are purchased, redeemed or
otherwise acquired by the Corporation shall have no
voting rights.  If fewer than all the Outstanding shares
of Series C Preferred Stock are redeemed or otherwise
acquired by the Corporation, the Corporation shall give
notice of such transaction to the Auction Agent.

(i) 	In the case of any redemption pursuant to
this paragraph 3, only whole shares of Series C
Preferred Stock shall be redeemed, and in the event that
any provision of the Charter would require redemption of
a fractional share, the Auction Agent shall be
authorized to round up so that only whole shares are
redeemed.

(j) 	Notwithstanding anything herein to the
contrary, the Board of Directors may authorize, create
or issue other series of Preferred Stock ranking on a
parity with the Series C Preferred Stock with respect to
the payment of dividends or the distribution of assets
upon dissolution, liquidation or winding up of the
affairs of the Corporation, to the extent permitted by
the 1940 Act, if upon issuance of any such series,
either (i) the net proceeds from the sale of such stock
(or such portion thereof needed to redeem or repurchase
the Outstanding shares of Series C Preferred Stock) are
deposited with the Auction Agent, Notice of Redemption
as contemplated by paragraph 3(b) has been delivered
prior thereto or is sent promptly thereafter, and such
proceeds are used to redeem all Outstanding shares of
Series C Preferred Stock or (ii) the Corporation would
meet the Asset Coverage, the Basic Maintenance Test and
the requirements of paragraph 9 immediately following
any redemption of Preferred Stock (which may include a
portion of the Series C Preferred Stock) to be effected
with the proceeds of such issuance.

4. 	Designation of Dividend Period.

(a) 	The initial Dividend Period for the
Series C Preferred Stock shall be as determined in the
manner under "Designation" above.  The Corporation shall
designate the duration of subsequent Dividend Periods of
the Series C Preferred Stock; provided, however, that no
such designation shall be necessary for a Standard
Dividend Period and, provided further, that any
designation of a Special Dividend Period for the Series
C Preferred shall be effective only if (i) notice
thereof shall have been given as provided herein, (ii)
any failure to pay in a timely manner to the Auction
Agent the full amount of any dividend on, or the
Redemption Price of, the Series C Preferred Stock shall
have been cured as provided for herein, (iii) Sufficient
Clearing Orders shall have existed in an Auction held
for the Series C Preferred Stock on the Auction Date
immediately preceding the first day of such proposed
Special Dividend Period, (iv) if the Corporation shall
have mailed a Notice of Redemption with respect to any
shares of Series C Preferred Stock, the Redemption Price
with respect to such shares shall have been deposited
with the Paying Agent and (v) the Corporation has
confirmed that as of the Auction Date next preceding the
first day of such Special Dividend Period, it has
Eligible Assets with an aggregate Discounted Value at
least equal to the Basic Maintenance Amount, and the
Corporation has consulted with the Broker-Dealers and
has provided notice of such designation and a Basic
Maintenance Report to each Rating Agency.

(b) 	If the Corporation proposes to designate
any Special Dividend Period, not fewer than seven
Business Days (or two Business Days in the event the
duration of the Dividend Period prior to such Special
Dividend Period is fewer than eight days) nor more than
30 Business Days prior to the first day of such Special
Dividend Period, notice shall be (i) made by press
release and (ii) communicated by the Corporation by
telephonic or other means to the Auction Agent and
confirmed in writing promptly thereafter.  Each such
notice shall state (x) that the Corporation proposes to
exercise its option to designate a succeeding Special
Dividend Period, specifying the first and last days
thereof and (y) that the Corporation will by 3:00 P.M.,
New York City time, on the second Business Day next
preceding the first day of such Special Dividend Period,
notify the Auction Agent, who will promptly notify the
Broker-Dealers, of either (A) its determination, subject
to certain conditions, to proceed with such Special
Dividend Period, subject to the terms of any Specific
Redemption Provisions, or (B) its determination not to
proceed with such Special Dividend Period, in which
latter event the succeeding Dividend Period shall be a
Standard Dividend Period.  No later than 3:00 P.M., New
York City time, on the second Business Day next
preceding the first day of any proposed Special Dividend
Period, the Corporation shall deliver to the Auction
Agent, who will promptly deliver to the Broker-Dealers
and Existing Holders, either:

 				(1)	a notice stating (a) that the
Corporation has determined to designate the next
succeeding Dividend Period as a Special Dividend Period,
(b) the first and last days thereof and (c) the terms of
any Specific Redemption Provisions; or

 				(2)	a notice stating that the
Corporation has determined not to exercise its option to
designate a Special Dividend Period.

 	If the Corporation fails to deliver either such
notice with respect to the designation of any proposed
Special Dividend Period to the Auction Agent or is
unable to make the confirmation provided in paragraph
4(a)(v) by 3:00 P.M., New York City time, on the second
Business Day next preceding the first day of such
proposed Special Dividend Period, the Corporation shall
be deemed to have delivered a notice to the Auction
Agent with respect to such Dividend Period to the effect
set forth in clause (2) above, thereby resulting in a
Standard Dividend Period.

5. 	Restrictions on Transfer.

 	Series C Preferred Stock may be transferred only
(a) pursuant to an Order placed in an Auction, (b) to or
through a Broker-Dealer or (c) to the Corporation or any
Affiliate.  Notwithstanding the foregoing, a transfer
other than pursuant to an Auction will not be effective
unless the selling Existing Holder or the Agent Member
of such Existing Holder (in the case of an Existing
Holder whose shares are listed in its own name on the
books of the Auction Agent), or the Broker-Dealer or
Agent Member of such Broker-Dealer (in the case of a
transfer between persons holding shares of any Series C
Preferred Stock through different Broker-Dealers),
advises the Auction Agent of such transfer.  Any
certificates representing Series C Preferred Stock
issued to the Securities Depository will bear legends
with respect to the restrictions described above and
stop-transfer instructions will be issued to the
Transfer Agent and/or Registrar.

6. 	Voting Rights.

(a) 	General.

 		Except as otherwise provided by law or as
specified in the Charter, each Holder of Series C
Preferred Stock and any other Preferred Stock shall be
entitled to one vote for each share held on each matter
submitted to a vote of stockholders of the Corporation,
and the Holders of Outstanding shares of Preferred Stock
and Common Stock shall vote together as a single class;
provided, however, that at any meeting of the
stockholders of the Corporation held for the election of
directors, the Holders of Outstanding shares of
Preferred Stock, including the Series C Preferred Stock,
shall be entitled, as a class, to the exclusion of the
Holders of all other securities and classes of capital
stock of the Corporation, to elect a number of
Corporation's directors, such that following the
election of directors at the meeting of the
stockholders, the Corporation's Board of Directors shall
contain two directors elected by the Holders of the
Outstanding shares of Preferred Stock as a class.
Subject to paragraph 6(b), the Holders of outstanding
shares of capital stock of the Corporation, including
the Holders of Outstanding shares of Preferred Stock,
including Series C Preferred Stock, voting as a single
class, shall elect the balance of the directors.

(b) 	Right to Elect Majority of Board of
Directors.

 		During any period in which any one or more of
the conditions described below shall exist (such period
being referred to herein as a "Voting Period"), the
number of directors constituting the Board of Directors
shall be automatically increased by the smallest number
of additional directors that, when added to the two
directors elected exclusively by the Holders of shares
of Preferred Stock pursuant to paragraph 6(a) above,
would constitute a majority of the Board of Directors as
so increased by such smallest number; and the Holders of
shares of Preferred Stock shall be entitled, voting
separately as one class (to the exclusion of the holders
of all other securities and classes of capital stock of
the Corporation), to elect such smallest number of
additional directors, together with the two directors
that such Holders are in any event entitled to elect
pursuant to paragraph 6(a) above.  The Corporation and
the Board of Directors shall take all necessary action,
including amending the Corporation's by-laws, to effect
an increase in the number of directors as described in
the preceding sentence.  A Voting Period shall commence:

(i) 	if at any time accumulated dividends
(whether or not earned or declared, and whether or not
funds are then legally available in an amount sufficient
therefor) on the Outstanding Series C Preferred Stock
equal to at least two full years' dividends shall have
become due and unpaid and sufficient cash or specified
securities shall not have been deposited with the Paying
Agent for the payment in full of such accumulated
dividends; or

(ii) 	if at any time holders of any other
shares of Preferred Stock are entitled to elect a
majority of the directors of the Corporation under the
1940 Act or the Articles Supplementary creating such
shares.

 	Upon the termination of a Voting Period, the voting
rights described in this paragraph 6(b) shall cease,
subject always, however, to the reverting of such voting
rights in the holders of Preferred Stock upon the
further occurrence of any of the events described in
this paragraph 6(b).

(c) 	Right to Vote with Respect to Certain
Other Matters.

 		So long as the Series C Preferred Stock is
Outstanding, the Corporation shall not, without the
affirmative vote of the holders of a majority of the
shares of Preferred Stock Outstanding at the time,
voting separately as one class, amend, alter or repeal
the provisions of the Charter, whether by merger,
consolidation or otherwise, so as to materially
adversely affect any of the contract rights expressly
set forth in the Charter of Holders of Series C
Preferred Stock or any other Preferred Stock.  To the
extent permitted under the 1940 Act, in the event shares
of more than one series of Preferred Stock are
Outstanding, the Corporation shall not effect any of the
actions set forth in the preceding sentence which
materially adversely affects the contract rights
expressly set forth in the Charter of a Holder of shares
of a series of Preferred Stock differently than those of
a Holder of shares of any other series of Preferred
Stock without the affirmative vote of the Holders of at
least a majority of the shares of Preferred Stock of
each series materially adversely affected and
Outstanding at such time (each such materially adversely
affected series voting separately as a class to the
extent its rights are affected differently).  The
Corporation shall notify each Rating Agency ten Business
Days prior to any such vote described above.  Unless a
higher percentage is provided for under the Charter or
applicable provisions of the Maryland General
Corporation Law, the affirmative vote of the Holders of
a majority of the Outstanding shares of Preferred Stock,
including the Series C Preferred Stock, voting together
as a single class, will be required to approve any plan
of reorganization adversely affecting such shares or any
action requiring a vote of security holders under
Section 13(a) of the 1940 Act.  For purposes of this
paragraph 6(c), the phrase "vote of the Holders of a
majority of the Outstanding shares of Preferred Stock"
(or any like phrase) shall mean, in accordance with
Section 2(a)(42) of the 1940 Act, the vote, at the
annual or a special meeting of the stockholders of the
Corporation duly called (A) of 67 percent or more of the
shares of Preferred Stock present at such meeting, if
the Holders of more than 50 percent of the Outstanding
shares of Preferred Stock are present or represented by
proxy; or (B) of more than 50 percent of the Outstanding
shares of Preferred Stock, whichever is less.  The class
vote of Holders of shares of Preferred Stock described
above will in each case be in addition to a separate
vote of the requisite percentage of shares of Common
Stock and shares of Preferred Stock, including the
Series C Preferred Stock, voting together as a single
class, necessary to authorize the action in question.
An increase in the number of authorized shares of
Preferred Stock pursuant to the Charter or the issuance
of additional shares of any series of Preferred Stock
(including the Series C Preferred Stock) pursuant to the
Charter shall not in and of itself be considered to
adversely affect the contract rights of the Holders of
Preferred Stock.  The provisions of this paragraph 6(c)
are subject to the provisions of paragraph 10.

(d) 	Voting Procedures.

 			(i)	As soon as practicable after the
accrual of any right of the Holders of shares of
Preferred Stock, including the Series C Preferred Stock,
to elect additional directors as described in paragraph
6(b), the Corporation shall call a special meeting of
such Holders and instruct the Auction Agent to mail a
notice of such special meeting to the Holders of Series
C Preferred Stock, such meeting to be held not less than
10 nor more than 20 days after the date of mailing of
such notice.  If the Corporation fails to send such
notice to the Auction Agent or if the Corporation does
not call such a special meeting, it may be called by any
such Holder on like notice.  The record date for
determining the Holders entitled to notice of and to
vote at such special meeting shall be the close of
business on the day on which such notice is mailed or
such other day as the Board of Directors shall
determine.  At any such special meeting and at each
meeting held during a Voting Period, such Holders of
Preferred Stock, voting together as a class (to the
exclusion of the holders of all other securities and
classes of capital stock of the Corporation), shall be
entitled to elect the number of directors prescribed in
paragraph 6(b) on a one-vote-per-share basis.  At any
such meeting or adjournment thereof in the absence of a
quorum, a majority of the Holders of shares of Preferred
Stock, including the Series C Preferred Stock, present
in person or by proxy shall have the power to adjourn
the meeting without notice, other than an announcement
at the meeting, until a date not more than 120 days
after the original record date.

 		(ii)	For purposes of determining any rights of
the Holders of the shares of Preferred Stock, including
the Series C Preferred Stock, to vote on any matter,
whether such right is created by these Articles
Supplementary, by the other provisions of the Charter,
by statute or otherwise, a share of Series C Preferred
Stock which is not Outstanding shall not be counted.

 		(iii)	The terms of office of all persons
who are directors of the Corporation at the time of a
special meeting of Holders of Preferred Stock, including
the Series C Preferred Stock, to elect directors shall
continue, notwithstanding the election at such meeting
by such Holders of the number of directors that they are
entitled to elect, and the persons so elected by such
Holders, together with the two incumbent directors
elected by the Holders of Preferred Stock, including the
Series C Preferred Stock, and the remaining incumbent
directors elected by the holders of the Common Stock and
Preferred Stock, shall constitute the duly elected
directors of the Corporation.

 		(iv)	Upon the expiration of a Voting Period,
the terms of office of the additional directors elected
by the Holders of Preferred Stock pursuant to paragraph
6(b) above shall expire, and the remaining directors
shall constitute the directors of the Corporation and
the voting rights of such Holders of Preferred Stock,
including Series C Preferred Stock, to elect additional
directors pursuant to paragraph 6(b) above shall cease,
subject to the provisions of the last sentence of para-
graph 6(b). Upon the expiration of the terms of the
directors elected by the holders of Preferred Stock
pursuant to paragraph 6(b) above, the number of
directors shall be automatically reduced to the number
and composition of directors on the Board immediately
preceding such Voting Period.

(e) 	Exclusive Remedy.

 		Unless otherwise required by law, the Holders
of Series C Preferred Stock shall not have any rights or
preferences other than those specifically set forth
herein.  The Holders of Series C Preferred Stock shall
have no preemptive rights or rights to cumulative
voting.  In the event that the Corporation fails to pay
any dividends on the Series C Preferred Stock, the
exclusive remedy of the Holders shall be the right to
vote for directors pursuant to the provisions of this
paragraph 6.

(f) 	Notification to Rating Agency.

 		In the event a vote of Holders of Preferred
Stock is required pursuant to the provisions of Section
13(a) of the 1940 Act, as long as the Series C Preferred
Stock is rated by a Rating Agency at the request of the
Corporation, the Corporation shall, not later than ten
Business Days prior to the date on which such vote is to
be taken, notify each Rating Agency that such vote is to
be taken and the nature of the action with respect to
which such vote is to be taken and, not later than ten
Business Days after the date on which such vote is
taken, notify each Rating Agency of the result of such
vote.

7. 	Liquidation Rights.

(a) 	In the event of any liquidation,
dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the
Holders of Series C Preferred Stock shall be entitled to
receive out of the assets of the Corporation available
for distribution to stockholders, after claims of
creditors but before any distribution or payment shall
be made in respect of the Common Stock or any other
stock of the Corporation ranking junior to the Series C
Preferred Stock as to liquidation payments, a
liquidation distribution in the amount of $25,000.00 per
share (the "Liquidation Preference"), plus an amount
equal to all unpaid dividends accumulated to and
including the date fixed for such distribution or
payment (whether or not earned or declared by the Corpo-
ration, but excluding interest thereon), and such
Holders shall be entitled to no further participation in
any distribution or payment in connection with any such
liquidation, dissolution or winding up.

(b) 	If, upon any liquidation, dissolution or
winding up of the affairs of the Corporation, whether
voluntary or involuntary, the assets of the Corporation
available for distribution among the Holders of all
Outstanding shares of Series C Preferred Stock, and any
other Outstanding class or series of Preferred Stock
ranking on a parity with the Series C Preferred Stock as
to payment upon liquidation, shall be insufficient to
permit the payment in full to such Holders of Series C
Preferred Stock of the Liquidation Preference plus
accumulated and unpaid dividends and the amounts due
upon liquidation with respect to such other Preferred
Stock, then such available assets shall be distributed
among the Holders of Series C Preferred Stock and such
other Preferred Stock ratably in proportion to the re-
spective preferential amounts to which they are
entitled.  Unless and until the Liquidation Preference
plus accumulated and unpaid dividends has been paid in
full to the Holders of shares of Series C Preferred
Stock, no dividends or distributions will be made to
holders of shares of the Common Stock or any other stock
of the Corporation ranking junior to the Series C
Preferred Stock as to liquidation.

8. 	Auction Agent.

 	For so long as shares of the Series C Preferred
Stock are Outstanding, the Auction Agent, duly appointed
by the Corporation to so act, shall be in each case a
commercial bank, trust company or other financial
institution independent of the Corporation and its
Affiliates (which, however, may engage or have engaged
in business transactions with the Corporation or its
Affiliates) and at no time shall the Corporation or any
of its Affiliates act as the Auction Agent in connection
with the Auction Procedures.  If the Auction Agent
resigns or for any reason its appointment is terminated
during any period that any shares of Series C Preferred
Stock are Outstanding, the Corporation shall use its
best efforts promptly thereafter to appoint another
qualified commercial bank, trust company or financial
institution to act as the Auction Agent.

9. 	Coverage Tests.

(a) 	Determination of Compliance.

 		For so long as shares of the Series C
Preferred Stock are Outstanding, the Corporation shall
make the following determinations:

(i) 	Asset Coverage as follows:

(A) 	As of each Valuation Date, the
Corporation shall determine whether the Asset Coverage
is met as of that date.

(B) 	The Corporation shall deliver to
each Rating Agency an "Asset Coverage Certificate" which
sets forth the determination of paragraph 9(a)(i)(A)
above (1) as of the Date of Original Issue and,
thereafter, (2) as of (x) the last Business Day of each
March, June, September and December and (y) a Business
Day on or before any Series C Asset Coverage Cure Date
following a failure to meet Asset Coverage.  Such Asset
Coverage Certificate shall be delivered in the case of
clause (1) on the Date of Original Issue and in the case
of clause (2) on or before the seventh Business Day
after the last Business Day of such March, June,
September and December, as the case may be, or the
relevant Cure Date.

(ii) 	Basic Maintenance Amount as follows:

(A) 	For so long as the Series C
Preferred Stock is rated by Moody's and/or Fitch at the
Corporation's request, the Corporation shall maintain,
on each Valuation Date, Eligible Assets having an Ad-
justed Value at least equal to the Basic Maintenance
Amount, as of such Valuation Date.  Upon any failure to
maintain Eligible Assets having an Adjusted Value at
least equal to the Basic Maintenance Amount, the Corpo-
ration shall use all commercially reasonable efforts to
re-attain Eligible Assets having an Adjusted Value at
least equal to the Basic Maintenance Amount on or prior
to the Basic Maintenance Amount Cure Date, by altering
the composition of its portfolio or otherwise.

(B) 	On or before 5:00 P.M., New York
City time, on the fifth Business Day after a Valuation
Date on which the Corporation fails to satisfy the Basic
Maintenance Amount, and on the fifth Business Day after
the Basic Maintenance Amount Cure Date with respect to
such Valuation Date, the Corporation shall complete and
deliver to each Rating Agency a Basic Maintenance Report
as of the date of such failure or such Basic Maintenance
Amount Cure Date, as the case may be, which will be
deemed to have been delivered to such Rating Agency, as
the case may be, if such Rating Agency receives a copy
or facsimile or other electronic transcription or
transmission thereof and on the same day the Corporation
mails or sends to such Rating Agency for delivery on the
next Business Day the full Basic Maintenance Report.
The Corporation shall also deliver a Basic Maintenance
Report to each Rating Agency as of any Annual Valuation
Date, in each case on or before the fifth Business Day
after such day.  A failure by the Corporation to deliver
a Basic Maintenance Report pursuant to the preceding
sentence shall be deemed to be delivery of a Basic
Maintenance Report indicating the Discounted Value for
all assets of the Corporation is less than the Basic
Maintenance Amount, as of the relevant Valuation Date.

(C) 	Within ten Business Days after the
date of delivery of a Basic Maintenance Report in
accordance with paragraph 9(a)(ii)(B) relating to any
Annual Valuation Date, the Corporation shall cause the
Independent Accountant to send an Accountant's
Confirmation to each Rating Agency with respect to such
Basic Maintenance Report.

(D) 	Within ten Business Days after the
date of delivery of a Basic Maintenance Report in
accordance with paragraph 9(a)(ii)(B) relating to each,
if any, Valuation Date on which the Corporation failed
to satisfy the Basic Maintenance Amount and the Basic
Maintenance Amount Cure Date with respect to such
failure to satisfy the Basic Maintenance Amount, the
Corporation shall cause the Independent Accountant to
provide to each Rating Agency an Accountant's
Confirmation as to such Basic Maintenance Report.

(E) 	If any Accountant's Confirmation
delivered pursuant to paragraph (C) or (D) of this
paragraph 9(a)(ii) does not agree with the Corporation's
calculation of the Basic Maintenance Report for a
particular Valuation Date for which such Accountant's
Confirmation was required to be delivered, or shows that
a lower aggregate Discounted Value for the aggregate
Eligible Assets in respect of any Rating Agency than was
determined by the Corporation, the calculation or
determination made by such Independent Accountant shall
be final and conclusive and shall be binding on the
Corporation, and the Corporation shall accordingly amend
and deliver the Basic Maintenance Report to the relevant
Rating Agency promptly following receipt by the
Corporation of such Accountant's Confirmation.

(F) 	On or before 5:00 p.m., New York
City time, on the fifth Business Day after the Date of
Original Issue of Series C Preferred Stock, the
Corporation shall complete and deliver to each Rating
Agency a Basic Maintenance Report as of the close of
business on such Date of Original Issue.

(G) 	On or before 5:00 p.m., New York
City time, on the fifth Business Day after either (1)
the Corporation shall have redeemed Series C Preferred
Stock or (2) the ratio of the Discounted Value of
Eligible Assets in respect of any Rating Agency to the
Basic Maintenance Amount is less than or equal to 110%,
the Corporation shall complete and deliver to, in the
case of clause (1), each Rating Agency, or, in the case
of clause (2), any relevant Rating Agency, a Basic
Maintenance Report as of the date of either such event.
(b) 			Failure to Meet Asset Coverage
Requirements.

 		If the Corporation fails to have Asset
Coverage as provided in paragraph 9(a)(i) or to have
Eligible Assets having an Adjusted Value at least equal
to the Basic Maintenance Amount as provided in paragraph
9(a)(ii)(A) and such failure is not cured by the
applicable Cure Date, Preferred Stock, which at the
Corporation's determination (to the extent permitted by
the 1940 Act and Maryland law) may include any
proportion of Series C Preferred Stock, will be subject
to mandatory redemption as set forth in paragraph 3.

(c) 	Status of Series C Preferred Stock Called
for redemption.

 		For purposes of determining whether the
requirements of paragraphs 9(a)(i) and 9(a)(ii)(A)
hereof are satisfied, (i) no share of the Series C
Preferred Stock or other Preferred Stock shall be deemed
to be Outstanding for purposes of any computation if,
prior to or concurrently with such determination,
sufficient Deposit Assets to pay the full Redemption
Price for such share shall have been deposited in trust
with the Paying Agent (or applicable dividend-disbursing
agent) and the requisite Notice of Redemption shall have
been given, and (ii) such Deposit Assets deposited with
the Paying Agent (or dividend-disbursing agent) shall
not be included.

10. 	Certain Other Restrictions.

(a) 	For so long as the shares of Series C
Preferred are rated by a Rating Agency at the
Corporation's request, the Corporation will not, and
will cause the Adviser not to, (i) knowingly and
willfully purchase or sell any asset for the specific
purpose of causing, and with the actual knowledge that
the effect of such purchase or sale will be to cause,
the Corporation to have Eligible Assets having an
Adjusted Value as of the date of such purchase or sale
to be less than the Basic Maintenance Amount as of such
date, (ii) in the event that, as of the immediately
preceding Valuation Date, the Adjusted Value of the
Corporation's Eligible Assets exceeded the Basic
Maintenance Amount by 5% or less, alter the composition
of the Corporation's assets in a manner reasonably
expected to reduce the Adjusted Value of the
Corporation's Eligible Assets, unless the Corporation
shall have confirmed that, after giving effect to such
alteration, the Adjusted Value of the Corporation's
Eligible Assets exceeded the Basic Maintenance Amount or
(iii) declare or pay any dividend or other distribution
on any Common Stock or repurchase any Common Stock,
unless the Corporation shall have confirmed that, after
giving effect to such declaration, other distribution or
repurchase, the Corporation continued to satisfy the
requirements of paragraph 9(a)(ii).

(b) 	For so long as the shares of Series C
Preferred Stock are rated by any Rating Agency at the
Corporation's request, unless the Corporation shall have
received written confirmation from each such Rating
Agency, the Corporation may engage in the lending of its
portfolio securities only in an amount of up to 5% of
the Corporation's total assets, provided that the Corpo-
ration receives cash collateral for such loaned securi-
ties that is maintained at all times in an amount equal
to at least 100% of the then current market value of the
loaned securities and, if invested, is invested only in
Short-Term Money Market Instruments or in money market
mutual funds meeting the requirements of Rule 2a-7 under
the 1940 Act that maintain a constant $1.00 per share
net asset value and treat the loaned securities rather
than the collateral as the assets of the Corporation for
purposes of determining compliance with paragraph 9.

(c) 	For so long as the shares of Series C
Preferred Stock are rated by Rating Agency at the
Corporation's request, the Corporation shall not
consolidate with, merge into, sell or otherwise transfer
all or substantially all of its assets to another Person
or adopt a plan of liquidation of the Corporation, in
each case without providing prior written notification
to each Rating Agency.

11. 	Limitation on Incurrence of Additional Indebted-
ness, Certain Transactions and Issuance of Additional
Preferred Stock

(a) 	So long as the shares of Series C
Preferred Stock are Outstanding, the Corporation may
issue and sell one or more series of a class of senior
securities of the Corporation representing indebtedness
under Section 18 of the 1940 Act and/or otherwise create
or incur indebtedness, provided that immediately after
giving effect to the incurrence of such indebtedness and
to its receipt and application of the proceeds thereof,
the Corporation shall have an "asset coverage" for all
senior securities representing indebtedness, as defined
in Section 18(h) of the 1940 Act, of at least 300% of
the amount of all indebtedness of the Corporation then
Outstanding and no such additional indebtedness shall
have any preference or priority over any other indebted-
ness of the Corporation upon the distribution of the
assets of the Corporation or in respect of the payment
of interest.  Any possible liability resulting from
lending and/or borrowing portfolio securities, entering
into reverse repurchase agreements, entering into
futures contracts and writing options, to the extent
such transactions are made in accordance with the
investment restrictions of the Corporation then in ef-
fect, shall not be considered to be indebtedness limited
by this paragraph 11(a).

(b) 	So long as the shares Series C Preferred
Stock are Outstanding, the Corporation may issue and
sell shares of one or more other series of Preferred
Stock constituting a series of a class of senior securi-
ties of the Corporation representing stock under Section
18 of the 1940 Act in addition to the Series C Preferred
Stock and other Preferred Stock then Outstanding,
provided that (i) the Corporation shall, immediately
after giving effect to the issuance of such additional
shares of Preferred Stock and to its receipt and appli-
cation of the proceeds thereof (including, without
limitation, to the Redemption of Preferred Stock for
which a Notice of Redemption has been mailed prior to
such issuance), have an "asset coverage" for all senior
securities which are stock, as defined in Section 18(h)
of the 1940 Act, of at least 200% of the Series C
Preferred Stock and all other Preferred Stock of the
Corporation then Outstanding, and (ii) no such
additional Preferred Stock (including any additional
Series C Preferred Stock) shall have any preference or
priority over any other Preferred Stock of the Corpo-
ration upon the distribution of the assets of the
Corporation or in respect of the payment of dividends.

12. 	Termination.

 	In the event that no shares of Series C Preferred
Stock are Outstanding, all rights and preferences of
such shares established and designated hereunder shall
cease and terminate, and all obligations of the
Corporation under these Articles Supplementary shall
terminate.

13. 	Definitions.

 	Unless the context or use indicates another or
different meaning or intent, each of the following terms
when used in these Articles Supplementary shall have the
meaning ascribed to it below, whether such term is used
in the singular or plural and regardless of tense:

 	"'AA' Financial Composite Commercial Paper Rate" on
any date means

 (i)  the interest equivalent of the 7-day
rate, in the case of a  Dividend Period of
seven days or shorter; for Dividend Periods
greater than 7 days but fewer than or equal to
31 days, the 30-day rate; for Dividend Periods
greater than 31 days but fewer than or equal
to 61 days, the 60-day rate; for Dividend
Periods greater than 61 days but fewer than or
equal to 91 days, the 90 day rate; for
Dividend Periods greater than 91 days but
fewer than or equal to 270 days, the rate
described in (ii) below; for Dividend Periods
greater than 270 days, the Treasury Index
Rate; on commercial paper on behalf of issuers
whose corporate bonds are rated "AA" by S&P,
or the equivalent of such rating by another
nationally recognized rating agency, as
announced by the Federal Reserve Bank of New
York for the close of business on the Business
Day immediately preceding such date; or (ii)
if the Federal Reserve Bank of New York does
not make available such a rate, then the
arithmetic average of the interest equivalent
of such rates on commercial paper placed on
behalf of such issuers, as quoted on a
discount basis or otherwise by the Commercial
Paper Dealers to the Auction Agent for the
close of business on the Business Day
immediately preceding such date (rounded to
the next highest .001 of 1%). If any
Commercial Paper Dealer does not quote a rate
required to determine the "AA" Financial
Composite Commercial Paper Rate, such rate
shall be determined on the basis of the
quotations (or quotation) furnished by the
remaining Commercial Paper Dealers (or
Dealer), if any, or, if there are no such
Commercial Paper Dealers, by the Auction Agent
pursuant to instructions from the Corporation.
For purposes of this definition, (A)
"Commercial Paper Dealers" shall mean (1)
Salomon Smith Barney Inc., Lehman Brothers
Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Goldman Sachs & Co.; (2) in
lieu of any thereof, its respective Affiliate
or successor; and (3) in the event that any of
the foregoing shall cease to quote rates for
commercial paper of issuers of the sort
described above, in substitution therefor, a
nationally recognized dealer in commercial
paper of such issuers then making such
quotations selected by the Corporation, and
(B) "interest equivalent" of a rate stated on
a discount basis for commercial paper of a
given number of days' maturity shall mean a
number equal to the quotient (rounded upward
to the next higher one-thousandth of 1%) of
(1) such rate expressed as a decimal, divided
by (2) the difference between (x) 1.00 and (y)
a fraction, the numerator of which shall be
the product of such rate expressed as a
decimal, multiplied by the number of days in
which such commercial paper shall mature and
the denominator of which shall be 360.

 	"Accountant's Confirmation" means a letter from an
Independent Accountant delivered to each Rating Agency
with respect to certain Basic Maintenance Reports
substantially to the effect that:



(a) 	the Independent Accountant has read the Basic
Maintenance Report or Reports prepared by the
Administrator during the referenced calendar year that
are referred to in such letter;

(b) 	with respect to the issue size compliance,
issuer diversification and industry diversification
calculations, such calculations and the resulting Market
Value of the relevant Eligible Assets included in the
Reports and the Adjusted Value of the such Eligible
Assets included in the Reports are numerically correct;

(c) 	with respect to the excess or deficiency of the
Adjusted Value of the relevant Eligible Assets included
in the Reports when compared to the Basic Maintenance
Amount calculated for such Rating Agency the results of
the calculation set forth in the Reports have been
recalculated and are numerically correct;

(d) 	with respect to the Rating Agency ratings on
corporate evidences of indebtedness, convertible
corporate evidences of indebtedness and preferred stock
listed in the Reports, that information has been traced
and agrees with the information provided directly or
indirectly by the respective Rating Agencies (in the
event such information does not agree or such
information is not listed in the accounting records of
the Corporation, the Independent Accountants will
inquire of the Rating Agencies what such information is
and provide a listing in their letter of such
differences, if any);

(e) 	with respect to issuer name and coupon or
dividend rate listed in the Reports, that information
has been traced and agrees with information listed in
the accounting records of the Corporation;

(f) 	with respect to issue size listed in the
Reports, that information has been traced and agrees
with information provided by a Pricing Service or such
other services as the relevant Rating Agency may
authorize from time to time;

(g) 	with respect to the prices (or alternative
permissible factors used in calculating the Market Value
as provided by these Articles Supplementary) provided by
the Administrator of the Corporation's assets for
purposes of valuing securities in the portfolio, the
Independent Accountant has traced the price used in the
Reports to the price provided by such Administrator (in
accordance with the procedures provided in these
Articles Supplementary) and verified that such
information agrees (in the event such information does
not agree, the Independent Accountants will provide a
listing in their letter of such differences); and

(h) 	with respect to the description of each security
included in the Reports, the description of the relevant
Eligible Assets has been compared to the definition of
such Rating Agency's Eligible Assets contained in these
Articles Supplementary, and the description as appearing
in the Reports agrees with the definition of such Rating
Agency's Eligible Assets as described in these Articles
Supplementary.

 	Each such letter may state that:  (i) such
Independent Accountant has made no independent
verification of the accuracy of the description of the
investment securities listed in the Reports or the
Market Value of those securities nor has it performed
any procedures other than those specifically outlined
above for the purposes of issuing such letter; (ii)
unless otherwise stated in the letter, the procedures
specified therein were limited to a comparison of
numbers or a verification of specified computations
applicable to numbers appearing in the Reports and the
schedule(s) thereto; (iii) the foregoing procedures do
not constitute an examination in accordance with
generally accepted auditing standards and the Reports
contained in the letter do not extend to any of the
Corporation's financial statements taken as a whole;
(iv) such Independent Accountant does not express an
opinion as to whether such procedures would enable such
Independent Accountant to determine that the methods
followed in the preparation of the Reports would
correctly determine the Market Value or Discounted Value
of the investment portfolio; and (v) accordingly, such
Independent Accountant expresses no opinion as to the
information set forth in the Reports or in the
schedule(s) thereto and makes no representation as to
the sufficiency of the procedures performed for the
purposes of these Articles Supplementary; and such other
statements as are acceptable to the Rating Agencies.

 		Such letter shall also state that the
Independent Accountant is an "independent accountant"
with respect to the Corporation within the meaning of
the 1933 Act and the related published rules and
regulations thereunder.

 	"Adjusted Value" of each Eligible Asset shall be
computed as follows:

 		(a)  cash shall be valued at 100% of the face
value thereof; and

 		(b)  all other Eligible Assets shall be valued
at the applicable Discounted Value thereof; and

 		(c)  each asset that is not an Eligible Asset
shall be valued at zero.

 	"Administrator" means the other party to the
Administration Agreement with the Corporation which
shall initially be Gabelli Funds, LLC.
 	"ADRs" means U.S. dollar-denominated American
Depository Receipts.

 	"Adviser" means Gabelli Funds, LLC, a New York
limited liability company, or such other Person that is
then serving as the investment adviser of the
Corporation.

 	"Affiliate" means, with respect to the Auction
Agent, any person known to the Auction Agent to be
controlled by, in control of or under common control
with the Corporation; provided, however, that no Broker-
Dealer controlled by, in control of or under common
control with the Corporation shall be deemed to be an
Affiliate nor shall any corporation or any Person
controlled by, in control of or under common control
with such corporation, one of the directors or executive
officers of which is a director of the Corporation be
deemed to be an Affiliate solely because such director
or executive officer is also a director of the
Corporation.

 	"All Hold Rate" means 80% of the "AA" Financial
Composite Commercial Paper Rate.

 	"Annual Valuation Date" means the Valuation Date
each calendar year so designated by the Corporation,
commencing in the calendar year 2003.

 	"Applicable Rate" means, with respect to the Series
C Preferred Stock, for each Dividend Period (i) if
Sufficient Clearing Bids exist for the Auction in
respect thereof, the Winning Bid Rate, (ii) if
Sufficient Clearing Orders do not exist for the Auction
in respect thereof, or an Auction does not take place
with respect to such Dividend Period because of the
commencement of a Default Period, the Maximum Rate and
(iii) if all shares of Series C Preferred Stock are the
subject of Submitted Hold Orders for the Auction in
respect thereof, the All Hold Rate.

 	"Asset Coverage" means asset coverage, as
determined in accordance with Section 18(h) of the 1940
Act, of at least 200% with respect to all outstanding
senior securities of the Corporation which are stock,
including all Outstanding shares of Series C Preferred
Stock (or such other asset coverage as may in the future
be specified in or under the 1940 Act as the minimum
asset coverage for senior securities which are stock of
a closed-end investment company as a condition of
declaring dividends on its common stock), determined on
the basis of values calculated as of a time within 48
hours (not including Saturdays, Sundays or holidays)
next preceding the time of such determination.

 	"Asset Coverage Certificate" means the certificate
required to be delivered by the Corporation pursuant to
paragraph 9(a)(i)(B) of Article I of these Articles
Supplementary.

 	"Auction" means each periodic operation of the
Auction Procedures.

 	"Auction Agent" means The Bank of New York unless
and until another commercial bank, trust company, or
other financial institution appointed by a resolution of
the Board of Directors enters into an agreement with the
Corporation to follow the Auction Procedures for the
purpose of determining the Applicable Rate.

 	"Auction Date" means the last day of the initial
Dividend Period and each seventh day after the
immediately preceding Auction Date; provided, however,
that if any such seventh day is not a Business Day, such
Auction Date shall be the first preceding day that is a
Business Day and the next Auction Date, if for a
Standard Dividend Period, shall (subject to the same
advancement procedure) be the seventh day after the date
that the preceding Auction Date would have been if not
for the advancement procedure; provided further,
however, that the Auction Date for the Auction at the
conclusion of any Special Dividend Period shall be the
last Business Day in such Special Dividend Period and
that no more than one Auction shall be held during any
Dividend Period; provided further, however, that the
Auction Date following a Default Period shall be the
last Business Day in the Standard Dividend Period that
commenced during such Default Period.   Notwithstanding
the foregoing, in the event an auction is not held
because an unforeseen event or unforeseen events cause a
day that otherwise would have been an Auction Date not
to be a Business Day, then the length of the then
current dividend period will be extended by seven days
(or a multiple thereof if necessary because of such
unforeseen event or events).

 	"Auction Procedures" means the procedures for
conducting Auctions as set forth in Article II of these
Articles Supplementary.

 	"Basic Maintenance Amount" means, with respect to
the Series C Preferred Stock, as of any Valuation Date,
the dollar amount equal to (a) the sum of (i) the
product of the number of shares of each class or series
of Preferred Stock Outstanding on such Valuation Date
multiplied, in the case of each such series or class, by
the per share Liquidation Preference applicable to each
such series or class; (ii) to the extent not included in
(i) the aggregate amount of cash dividends (whether or
not earned or declared) that will have accumulated for
each Outstanding share of Preferred Stock from the most
recent applicable dividend payment date to which
dividends have been paid or duly provided for (or, in
the event the Basic Maintenance Amount is calculated on
a date prior to the initial Dividend Payment Date with
respect to a class or series of the Preferred Stock,
then from the Date of Original Issue of such shares)
through the Valuation Date plus all dividends to accumu-
late on the Preferred Stock then Outstanding during the
70 days following such Valuation Date or, if less,
during the number of days following such Valuation Date
that shares of Preferred Stock called for redemption are
scheduled to remain Outstanding at the applicable rate
or default rate then in effect with respect to such
shares; (iii) the Corporation's other liabilities due
and payable as of such Valuation Date (except that divi-
dends and other distributions payable by the Corporation
on Common Stock shall not be included as a liability)
and such liabilities projected to become due and payable
by the Corporation during the 90 days following such
Valuation Date (excluding liabilities for investments to
be purchased and for dividends and other distributions
not declared as of such Valuation Date); and (iv) any
current liabilities of the Corporation as of such
Valuation Date to the extent not reflected in (or
specifically excluded by) any of (a)(i) through (a)(iii)
(including, without limitation, and immediately upon
determination, any amounts due and payable by the
Corporation pursuant to reverse repurchase agreements
and any payables for assets purchased as of such
Valuation Date) less (b) (i) the Adjusted Value of any
of the Corporation's assets or (ii) the face value of
any of the Corporation's assets if, in the case of both
(b)(i) and (b)(ii), such assets are either cash or
evidences of indebtedness which mature prior to or on
the date of redemption or repurchase of shares of Pre-
ferred Stock or payment of another liability and are
either U.S. Government Obligations or evidences of in-
debtedness which have a rating assigned by Moody's of at
least Aaa, P-1, VMIG-1 or MIG-1 or by S&P of at least
AAA, SP-1+ or A-1+, and are irrevocably held by the
Corporation's custodian bank in a segregated account or
deposited by the Corporation with the dividend-
disbursing agent or Paying Agent, as the case may be,
for the payment of the amounts needed to redeem or
repurchase Preferred Stock subject to redemption or
repurchase or any of (a)(ii) through (a)(iv); and
provided that in the event the Corporation has
repurchased Preferred Stock and irrevocably segregated
or deposited assets as described above with its
custodian bank, the dividend-disbursing agent or Paying
Agent for the payment of the repurchase price the Corpo-
ration may deduct 100% of the Liquidation Preference of
such Preferred Stock to be repurchased from (a) above.
Basic Maintenance Amount shall, for the purposes of
these Articles Supplementary, have a correlative meaning
with respect to any other class or series of Preferred
Stock.

 	"Basic Maintenance Amount Cure Date" means, with
respect to the Series C Preferred Stock, 10 Business
Days following a Valuation Date, such date being the
last day upon which the Corporation's failure to comply
with paragraph 9(a)(ii)(A) of Article I of these
Articles Supplementary could be cured, and shall, for
the purposes of these Articles Supplementary, have a
correlative meaning with respect to any other class or
series of Preferred Stock.

  	"Basic Maintenance Test" means, with respect to the
Series C Preferred Stock, a test which is met if the
lower of the aggregate Discounted Values of the Moody's
Eligible Assets or the Fitch Eligible Assets if both
Moody's and Fitch are then rating the Series C Preferred
Stock at the request of the Corporation, or the Eligible
Assets of whichever of Moody's or Fitch is then doing so
if only one of Moody's or Fitch is then rating the
Series C Preferred Stock at the request of the
Corporation, meets or exceeds the Basic Maintenance
Amount.

 	"Basic Maintenance Report" or "Report" means, with
respect to the Series C Preferred Stock, a report
prepared by the Administrator which sets forth, as of
the related Valuation Date, Moody's Eligible Assets and
Fitch Eligible Assets sufficient to meet or exceed the
Basic Maintenance Amount, the Market Value and Discount-
ed Value thereof (seriatim and in the aggregate), and
the Basic Maintenance Amount, and shall, for the
purposes of these Articles Supplementary, have a
correlative meaning with respect to any other class or
series of Preferred Stock.

 	"Beneficial Owner," with respect to the shares of
Series C Preferred Stock, means a customer of a Broker-
Dealer who is listed on the records of that Broker-
Dealer (or, if applicable, the Auction Agent) as a
holder of Series C Preferred Stock.

 	"Bid" has the meaning set forth in paragraph 2(a)
of Article II of these Articles Supplementary.

 	"Bidder" has the meaning set forth in paragraph
2(a) of Article II of these Articles Supplementary,
provided however that neither the Corporation nor any
Affiliate shall be permitted to be Bidder in an Auction.

 	"Board of Directors" or "Board" means the Board of
Directors of the Corporation or any duly authorized
committee thereof as permitted by applicable law.

 	"Broker-Dealer" means any broker-dealer or broker-
dealers, or other entity permitted by law to perform the
functions required of a Broker-Dealer by the Auction
Procedures, that has been selected by the Corporation
and has entered into a Broker-Dealer Agreement that
remains effective.

 	"Broker-Dealer Agreement" means an agreement
between the Auction Agent and a Broker-Dealer, pursuant
to which such Broker-Dealer agrees to follow the Auction
Procedures.

 	"Business Day" means a day on which the New York
Stock Exchange is open for trading and which is not a
Saturday, Sunday or other day on which banks in The City
of New York, New York are authorized or obligated by law
to close.

 	"Charter" means the Articles of Amendment and
Restatement of the Corporation, as amended or
supplemented (including these Articles Supplementary),
as filed with the State Department of Assessments and
Taxation of the State of Maryland.

 	"Commission" means the Securities and Exchange
Commission.

 	"Common Stock" means the shares of the
Corporation's common stock, par value $.001 per share.

 	"Corporation" means The Gabelli Convertible and
Income Securities Fund Inc., a Maryland corporation.

 	"Cure Date" has the meaning set forth in paragraph
3(a)(ii) of Article I of these Articles Supplementary.

 	"Date of Original Issue" means March 18, 2003, and,
for the purposes of these Articles Supplementary, shall
have a correlative meaning with respect to any other
class or series of Preferred Stock.

 	"Default" has the meaning set forth in paragraph
2(c)(ii) of Article I of these Articles Supplementary.

 	"Default Period" means a Dividend Default or a
Redemption Default.

 	"Default Rate" has the meaning set forth in
paragraph 2(c)(iii) of Article I of these Articles
Supplementary.

 	"Deposit Assets" means cash, Short-Term Money
Market Instruments and U.S. Government Obligations.
Except for determining whether the Corporation has
Eligible Assets with an Adjusted Value equal to or
greater than the Basic Maintenance Amount, each Deposit
Asset shall be deemed to have a value equal to its
principal or face amount payable at maturity plus any
interest payable thereon after delivery of such Deposit
Asset but only if payable on or prior to the applicable
payment date in advance of which the relevant deposit is
made.

 	"Discount Factor" means (a) so long as Moody's is
rating the Series C Preferred Stock at the Corporation's
request, the Moody's Discount Factor, (b) so long as
Fitch is rating the Series C Preferred Stock at the
Corporation's request, the Fitch Discount Factor, and/or
(c) any applicable discount factor established by any
Other Rating Agency, whichever is applicable.

 	"Discounted Value" means, as applicable, (a) the
quotient of the Market Value of an Eligible Asset
divided by the applicable Discount Factor or (b) such
other formula for determining the discounted value of an
Eligible Asset as may be established by an applicable
Rating Agency, provided, in either case that with
respect to an Eligible Asset that is currently callable,
Discounted Value will be equal to the applicable
quotient or product as calculated above or the call
price, whichever is lower, and that with respect to an
Eligible Asset that is prepayable, Discounted Value will
be equal to the applicable quotient or product as
calculated above or the par value, whichever is lower.

 	"Dividend Default" has the meaning set forth in
paragraph 2(c)(ii) of Article I of these Articles
Supplementary.

 	"Dividend Payment Date"  means with respect to the
Series C Preferred Stock, any date on which dividends
declared by the Board of Directors thereon are payable
pursuant to the provisions of paragraph 2(b) of Article
I of these Articles Supplementary and shall for the
purposes of these Articles Supplementary have a
correlative meaning with respect to any other class or
series of Preferred Stock.

 	"Dividend Period" means, with respect to Series C
Preferred Stock, the initial period determined in the
manner set forth under "Designation" above, and
thereafter, the period commencing on the Business Day
following each Auction Date and ending on the next
Auction Date or, if such next Auction Date is not
immediately followed by a Business Day, on the latest
day prior to the next succeeding Business Day, and
shall, for the purposes of these Articles Supplementary,
have a correlative meaning with respect to any other
class or series of Preferred Stock.

 	"Eligible Assets" means Moody's Eligible Assets (if
Moody's is then rating the Series C Preferred Stock at
the request of the Corporation), Fitch Eligible Assets
(if Fitch is then rating the Series C Preferred Stock at
the request of the Corporation), and/or Other Rating
Agency Eligible Assets, whichever is applicable.

 	"Fitch" means Fitch Ratings.

 	"Fitch Discount Factor" means, for the purposes of
determining the Discounted Value of any Fitch Eligible
Asset, the percentage determined as follows. The Fitch
Discount Factor for any Fitch Eligible Asset other than
the securities set forth below will be the percentage
provided in writing by Fitch.

 		(a) Corporate debt securities. The percentage
determined by reference to the rating of a corporate
debt security in accordance with the table set forth
below.


 TERM TO MATURITY OF
CORPORATE DEBT SECURITY
UNRATED (1)
 AAA
 AA
 A
 BBB
 BB
 NOT RATED OR  BELOW
BB
 3 years or less (but longer than 1 year)
 106.38%
 108.11%
 109.89%
 111.73%
 129.87%
 151.52%
 5 years or less (but longer than 3 years)
 111.11
 112.99
 114.94
 116.96
 134.24
 151.52
 7 years or less (but longer than 5 years)
 113.64
 115.61
 117.65
 119.76
 135.66
 151.52
 10 years or less (but longer than 7 years)
 115.61
 117.65
 119.76
 121.95
 136.74
 151.52
 15 years or less (but longer than 10 years)
 119.76
 121.95
 124.22
 126.58
 139.05
 151.52
 More than 15 years
 124.22
 126.58
 129.03
 131.58
 144.55
 151.52


 (1) 	If a security is not rated by Fitch but is rated by
two other Rating Agencies, then the lower of the
ratings on the security from the two other Rating
Agencies will be used to determine the Fitch
Discount Factor (e.g., where the S&P rating is A-
and the Moody's rating is Baa1, a Fitch rating of
BBB+ will be used).  If a security is not rated by
Fitch but is rated by only one other Rating Agency,
then the rating on the security from the other
Rating Agency will be used to determine the Fitch
Discount Factor (e.g., where the only rating on a
security is an S&P rating of AAA, a Fitch rating of
AAA will be used, and where the only rating on a
security is a Moody's rating of Ba3, a Fitch rating
of BB- will be used). If a security is not rated by
any Rating Agency, the Corporation will use the
percentage set forth under "Unrated" in this table.

 		(b) 	Convertible debt securities. The Fitch
Discount Factor applied to convertible debt securities
is (i) 200% for investment grade convertibles and (ii)
222% for below investment grade convertibles so long as
such convertible debt securities have neither (1)
conversion premium greater than 100% nor (2) have a
yield to maturity or yield to worst of >15.00% above the
relevant Treasury curve.

 		The Fitch Discount Factor applied to
convertible debt securities which have conversion
premiums of greater than 100% is (i) 152% for investment
grade convertibles and (ii) 179% for below investment
grade convertibles so long as such convertible debt
securities do not have a yield to maturity or yield to
worst of > 15.00% above the relevant Treasury curve. The
Fitch Discount Factor applied to convertible debt
securities which have a yield to maturity or yield to
worst of > 15.00% above the relevant Treasury curve is
370%.

 		If a security is not rated by Fitch but is
rated by two other Rating Agencies, then the lower of
the ratings on the security from the two other Rating
Agencies will be used to determine the Fitch Discount
Factor (e.g., where the S&P rating is A- and the Moody's
rating is Baa1, a Fitch rating of BBB+ will be used).
If a security is not rated by Fitch but is rated by only
one other Rating Agency, then the rating on the security
from the other Rating Agency will be used to determine
the Fitch Discount Factor (e.g., where the only rating
on a security is an S&P rating of AAA, a Fitch rating of
AAA will be used, and where the only rating on a
security is a Moody's rating of Ba3, a Fitch rating of
BB- will be used). If a security is not rated by any
Rating Agency, the Corporation will treat the security
as if it were below investment grade.

 		 ( c)  Preferred securities: The percentage
determined by reference to the rating of a preferred
security in accordance with the table set forth below.

  NOT RATED OR BELOW PREFERRED SECURITY(1)
 AAA
 AA
 A
 BBB
 BB
 NOT RATED OR  BELOW BB
 Taxable Preferred
 130.58%
 133.19%
 135.91%
 138.73%
 153.23%
 161.08%
 Dividend-Received Deduction (DRD) Preferred
 163.40%
 163.40%
 163.40%
 163.40%
 201.21%
 201.21%

 (1) 	If a security is not rated by Fitch but is rated by
two other Rating Agencies, then the lower of the
ratings on the security from the two other Rating
Agencies will be used to determine the Fitch
Discount Factor (e.g., where the S&P rating is A-
and the Moody's rating is Baa1, a Fitch rating of
BBB+ will be used). If a security is not rated by
Fitch but is rated by only one other Rating Agency,
then the rating on the security from the other
Rating Agency will be used to determine the Fitch
Discount Factor (e.g., where the only rating on a
security is an S&P rating of AAA, a Fitch rating of
AAA will be used, and where the only rating on a
security is a Moody's rating of Ba3, a Fitch rating
of BB- will be used). If a security is not rated by
any Rating Agency, the Corporation will use the
percentage set forth under "Unrated" in this table.

 		(d) 	U.S. Government Obligations and U.S.
Treasury Strips:
   DISCOUNT TIME REMAINING TO MATURITY FACTOR
 1 year or less
 100%
 2 years or less (but longer than 1 year)
 103%
 3 years or less (but longer than 2 years)
 105%
 4 years or less (but longer than 3 years)
 107%
 5 years or less (but longer than 4 years).
 109%
 7 years or less (but longer than 5 years)
 112%
 10 years or less (but longer than 7 years)
 114%
 15 years or less (but longer than 10 years)
 122%
 20 years or less (but longer than 15 years)
 130%
 25 years or less (but longer than 20 years)
 146%
 Greater than 30 years
 154%


 		(e) 	Short-Term Investments and Cash: The Fitch
Discount Factor applied to short-term portfolio
securities, including without limitation Debt Securities,
Short-Term Money Market Instruments and municipal debt
obligations, will be (i) 100%, so long as such portfolio
securities mature or have a demand feature at par
exercisable within the Fitch Exposure Period; (ii) 115%,
so long as such portfolio securities mature or have a
demand feature at par not exercisable within the Fitch
Exposure Period; and (iii) 125%, so long as such
portfolio securities neither mature nor have a demand
feature at par exercisable within the Fitch Exposure
Period. A Fitch Discount Factor of 100% will be applied
to cash.

 		(f)  Rule 144A Securities: The Fitch Discount
Factor applied to Rule 144A Securities will be 110% of
the Fitch Discount Factor which would apply were the
securities registered under the 1933 Act.

 		(g)  Foreign Bonds: The Fitch Discount Factor
(i) for a Foreign Bond the principal of which (if not
denominated in U.S. dollars) is subject to a currency
hedging transaction will be the Fitch Discount Factor
that would otherwise apply to such Foreign Bonds in
accordance with this definition and (ii) for (1) a
Foreign Bond the principal of which (if not denominated
in U.S. dollars) is not subject to a currency hedging
transaction and (2) a bond issued in a currency other
than U.S. dollars by a corporation, limited liability
company or limited partnership domiciled in, or the
government or any agency, instrumentality or political
subdivision of, a nation other than an Approved Foreign
Nation, will be 370%.

 	"Fitch Eligible Assets" means:

 		(a) cash (including interest and dividends due
on assets rated (i) BBB or higher by Fitch or the
equivalent by another Rating Agency if the payment date
is within five Business Days of the Valuation Date, (ii)
A or higher by Fitch or the equivalent by another Rating
Agency if the payment date is within thirty days of the
Valuation Date, and (iii) A+ or higher by Fitch or the
equivalent by another Rating Agency if the payment date
is within the Fitch Exposure Period) and receivables for
Fitch Eligible Assets sold if the receivable is due
within five Business Days of the Valuation Date, and if
the trades which generated such receivables are settled
within five Business Days;

 		(b) Short-Term Money Market Instruments so long
as (i) such securities are rated at least F1+ by Fitch or
the equivalent by another Rating Agency, (ii) in the case
of demand deposits, time deposits and overnight funds,
the supporting entity is rated at least A by Fitch or the
equivalent by another Rating Agency, or (iii) in all
other cases, the supporting entity (1) is rated at least
A by Fitch or the equivalent by another Rating Agency and
the security matures within one month, (2) is rated at
least A by Fitch or the equivalent by another Rating
Agency and the security matures within three months or
(3) is rated at least AA by Fitch or the equivalent by
another Rating Agency and the security matures within six
months;

 		(c) U.S. Government Obligations and U.S.
Treasury Strips;

 		(d) debt securities if such securities have
been registered under the 1933 Act or are restricted as
to resale under federal securities laws but are eligible
for resale pursuant to Rule 144A under the 1933 Act as
determined by the Corporation's investment manager or
portfolio manager acting pursuant to procedures approved
by the Board of Directors of the Corporation; and such
securities are issued by (i) a U.S. corporation, limited
liability company or limited partnership, (ii) a
corporation, limited liability company or limited
partnership domiciled in Argentina, Australia, Brazil,
Chile, France, Germany, Italy, Japan, Korea, Mexico,
Spain or the United Kingdom (the "Approved Foreign
Nations"), (iii) the government of any Approved Foreign
Nation or any of its agencies, instrumentalities or
political subdivisions (the debt securities of Approved
Foreign Nation issuers being referred to collectively as
"Foreign Bonds"), (iv) a corporation, limited liability
company or limited partnership domiciled in Canada or (v)
the Canadian government or any of its agencies,
instrumentalities or political subdivisions (the debt
securities of Canadian issuers being referred to
collectively as "Canadian Bonds"). Foreign Bonds held by
the Corporation will qualify as Fitch Eligible Assets
only up to a maximum of 20% of the aggregate Market Value
of all assets constituting Fitch Eligible Assets.
Similarly, Canadian Bonds held by the Corporation will
qualify as Fitch Eligible Assets only up to a maximum of
20% of the aggregate Market Value of all assets
constituting Fitch Eligible Assets. Notwithstanding the
limitations in the two preceding sentences, Foreign Bonds
and Canadian Bonds held by the Corporation will qualify
as Fitch Eligible Assets only up to a maximum of 30% of
the aggregate Market Value of all assets constituting
Fitch Eligible Assets. In addition, bonds which are
issued in connection with a reorganization under U.S.
federal bankruptcy law ("Reorganization Bonds") will be
considered debt securities constituting Fitch Eligible
Assets if (1) they provide for periodic payment of
interest in cash in U.S. dollars or Euros; (2) they do
not provide for conversion or exchange into equity
capital at any time over their lives; (3) they have been
registered under the 1933 Act or are restricted as to
resale under federal securities laws but are eligible for
trading under Rule 144A promulgated pursuant to the 1933
Act as determined by the Corporation's investment manager
or portfolio manager acting pursuant to procedures
approved by the Board of Directors of the Corporation;
(4) they were issued by a U.S. corporation, limited
liability company or limited partnership; and (5) at the
time of purchase at least one year had elapsed since the
issuer's reorganization. Reorganization Bonds may also be
considered debt securities constituting Fitch Eligible
Assets if they have been approved by Fitch, which
approval shall not be unreasonably withheld. All debt
securities satisfying the foregoing requirements and
restrictions of this paragraph (d) are herein referred to
as "Debt Securities."

 		(e) Preferred stocks if (i) dividends on such
preferred stock are cumulative, (ii) such securities
provide for the periodic payment of dividends thereon in
cash in U.S. dollars or euros and do not provide for
conversion or exchange into, or have warrants attached
entitling the holder to receive equity capital at any
time over the respective lives of such securities, (iii)
the issuer of such a preferred stock has common stock
listed on either the New York Stock Exchange or the
American Stock Exchange, (iv) the issuer of such a
preferred stock has a senior debt rating or preferred
stock rating from Fitch of BBB- or higher or the
equivalent rating by another Rating Agency. In addition,
the preferred stocks issue must be at least $50 million;

 		(f) Asset-backed and mortgage-backed
securities;

 		(g) Rule 144A Securities;

 		(h) Bank Loans;

 		(i) Municipal debt obligation that (i) pays
interest in cash (ii) is part of an issue of municipal
debt obligations of at least $5 million, except for
municipal debt obligations rated below A by Fitch or the
equivalent rating by another Rating Agency, in which case
the minimum issue size is $10 million;

 		(j) Tradable credit baskets (e.g., Traded
Custody Receipts or TRACERS and Targeted Return Index
Securities Trust or TRAINS);

 		(k) Convertible debt and convertible preferred
stocks;

 		(l) Financial contracts, as such term is
defined in Section 3(c)(2)(B)(ii) of the Investment
Company Act, not otherwise provided for in this
definition may be included in Fitch Eligible Assets, but,
with respect to any financial contract, only upon receipt
by the Corporation of a writing from Fitch specifying any
conditions on including such financial contract in Fitch
Eligible Assets and assuring the Corporation that
including such financial contract in the manner so
specified would not affect the credit rating assigned by
Fitch to the Series C Preferred Stock;

 		(m) Interest rate swaps entered into according
to International Swap Dealers Association ("ISDA")
standards if (i) the counterparty to the swap transaction
has a short-term rating of not less than F1 by Fitch or
the equivalent by another, Nationally Recognized
Statistical Ratings Organization ("NRSRO"), or, if the
swap counterparty does not have a short-term rating, the
counterparty's senior unsecured long-term debt rating is
AA or higher by Fitch or the equivalent by another NRSRO
and (ii) the original aggregate notional amount of the
interest rate swap transaction or transactions is not
greater than the liquidation preference of the Series C
Preferred Stock originally issued.

 		Where the Corporation sells an asset and agrees
to repurchase such asset in the future, the Discounted
Value of such asset will constitute a Fitch Eligible
Asset and the amount the Corporation is required to pay
upon repurchase of such asset will count as a liability
for the purposes of the Preferred Shares Basic
Maintenance Amount. Where the Corporation purchases an
asset and agrees to sell it to a third party in the
future, cash receivable by the Corporation thereby will
constitute a Fitch Eligible Asset if the long-term debt
of such other party is rated at least A- by Fitch or the
equivalent by another Rating Agency and such agreement
has a term of 30 days or less; otherwise the Discounted
Value of such purchased asset will constitute a Fitch
Eligible Asset.

 		Notwithstanding the foregoing, an asset will
not be considered a Fitch Eligible Asset to the extent
that it has been irrevocably deposited for the payment of
(a)(i) through (a)(iv) under the definition of Basic
Maintenance Amount or to the extent it is subject to any
liens, except for (1) liens which are being contested in
good faith by appropriate proceedings and which Fitch has
indicated to the Corporation will not affect the status
of such asset as a Fitch Eligible Asset, (2) liens for
taxes that are not then due and payable or that can be
paid thereafter without penalty, (3) liens to secure
payment for services rendered or cash advanced to the
Corporation by its investment manager or portfolio
manager, the Corporation's custodian, transfer agent or
registrar or the Auction Agent and (4) liens arising by
virtue of any repurchase agreement.

 		Portfolio holdings as described above must be
within the following diversification and issue size
requirements in order to be included in Fitch's Eligible
Assets:

 MINIMUM  SECURITY

 MAXIMUM SINGLE  ISSUER (1)

 MAXIMUM  SINGLE INDUSTRY (1)(2)

 MAXIMUM ISSUE SIZE ($ IN MILLION) (3)
 AAA
  100%
  100%
  $100
 AA-
  20
  75
  100
 A-
  10
  50
  100
 BBB-
  6
  25
 100
 BB-
 4
 16
   50
 B-
 3
 12
   50
 CCC
 2
 8
  50




 (1) 	Percentages represent a portion of the aggregate
market value of corporate debt securities.
 (2) 	Industries are determined according to Fitch's
Industry Classifications, as defined herein.
 (3) 	Preferred stock has a minimum issue size of $50
million.

 	"Fitch Exposure Period" means the period commencing
on (and including) a given Valuation Date and ending 49
days thereafter.

 	"Fitch Hedging Transactions" means purchases or
sales of exchange-traded financial futures contracts
based on any index approved by Fitch or Treasury Bonds,
and purchases, writings or sales of exchange-traded put
options on such futures contracts, any index approved by
Fitch or Treasury Bonds and purchases, writings or sales
of exchange-traded call options on such financial futures
contracts, any index approved by Fitch or Treasury bonds
("Fitch Hedging Transactions"), subject to the following
limitations:

 		(a) The Corporation may not engage in any Fitch
Hedging Transaction based on any index approved by Fitch
(other than transactions that terminate a futures
contract or option held by the Corporation by the
Corporation's taking the opposite position thereto
("closing transactions")) that would cause the
Corporation at the time of such transaction to own or
have sold outstanding financial futures contracts based
on such index exceeding in number 10% of the average
number of daily traded financial futures contracts based
on such index in the 30 days preceding the time of
effecting such transaction as reported by The Wall Street
Journal.

 		(b) The Corporation will not engage in any
Fitch Hedging Transaction based on Treasury Bonds (other
than closing transactions) that would cause the
Corporation at the time of such transaction to own or
have sold:

 (i) Outstanding financial futures contracts
based on Treasury Bonds with such contracts
having an aggregate market value exceeding 20%
of the aggregate market value of Fitch Eligible
Assets owned by the Corporation and rated AA by
Fitch (or, if not rated by Fitch Ratings, rated
Aa by Moody's; or, if not rated by Moody's,
rated AAA by S&P) or

 (ii) Outstanding financial futures contracts
based on Treasury Bonds with such contracts
having an aggregate market value exceeding 40%
of the aggregate market value of all Fitch
Eligible Assets owned by the Corporation (other
than Fitch Eligible Assets already subject to a
Fitch Hedging Transaction) and rated A or BBB
by Fitch (or, if not rated by Fitch Ratings,
rated Baa by Moody's; or, if not rated by
Moody's, rated A or AA by S&P) (for purposes of
the foregoing clauses (a) and (b), the
Corporation shall be deemed to own futures
contracts that underlie any outstanding options
written by the Corporation);

 		(c) The Corporation may engage in closing
transactions to close out any outstanding financial
futures contract based on any index approved by Fitch if
the amount of open interest in such index as reported by
The Wall Street Journal is less than an amount to be
mutually determined by Fitch and the Corporation.

 		(d) The Corporation may not enter into an
option or futures transaction unless, after giving effect
thereto, the Corporation would continue to have Fitch
Eligible Assets with an aggregate Discounted Value equal
to or greater than the Preferred Shares Basic Maintenance
Amount.

 	"Fitch Industry Classifications" means, for the
purposes of determining Fitch Eligible Assets, each of
the following industry classifications:

1. Aerospace & Defense
2. Automobiles
3. Banking, Finance & Real Estate
4. Broadcasting & Media
5. Building & Materials
6. Cable
7. Chemicals
8. Computers & Electronics
9. Consumer Products
10. Energy
11. Environmental Services
12. Farming & Agriculture
13. Food, Beverage & Tobacco
14. Gaming, Lodging & Restaurants
15. Healthcare & Pharmaceuticals
16. Industrial/Manufacturing
 17. Insurance
 18. Leisure & Entertainment
 19. Metals & Mining
 20. Miscellaneous
 21. Paper & Forest Products
 22. Retail
 23. Sovereign
 24. Supermarkets & Drugstores
 25. Telecommunications
 26. Textiles & Furniture
 27. Transportation
 28. Utilities


 	"Holder" means, with respect to the Preferred Stock,
including the Series C Preferred Stock, the registered
holder of such shares as the same appears on the stock
ledger or stock records of the Corporation or records of
the Auction Agent, as the case may be.

 	"Independent Accountant" means a nationally
recognized accountant, or firm of accountants, that is
with respect to the Corporation an independent public
accountant or firm of independent public accountants
under the 1933 Act.

 	"Industry Classification" means a six-digit industry
classification in the Standard Industry Classification
system published by the United States.

 	"Liquidation Preference" shall, with respect to each
share of Series C Preferred Stock, have the meaning set
forth in paragraph 7(a) of Article I of these Articles
Supplementary and shall, for the purposes of these
Articles Supplementary, have a correlative meaning with
respect to any other class or series of Preferred Stock.

 	"Mandatory Redemption Date" has the meaning set
forth in paragraph 3(a)(iii) of Article I of these
Articles Supplementary.

 	"Mandatory Redemption Price" means the Redemption
Price plus (in the case of a Dividend Period of one year
or more only) a redemption premium, if any, determined by
the Board of Directors after consultation with the
Broker-Dealers and set forth in the notice describing any
applicable Specific Redemption Provisions.

 	"Market Value" means the amount determined by the
Corporation with respect to specific Eligible Assets in
accordance with valuation policies adopted from time to
time by the Board of Directors as being in compliance
with the requirements of the 1940 Act.

 		Notwithstanding the foregoing, "Market Value"
may, at the option of the Corporation with respect to any
of its assets, mean the amount determined with respect to
specific Eligible Assets of the Corporation in the manner
set forth below:

 		(a)  as to any common or preferred stock which
is an Eligible Asset, (i) if the stock is traded on a
national securities exchange or quoted on the Nasdaq
System, the last sales price reported on the Valuation
Date or (ii) if there was no reported sales price on the
Valuation Date, the lower of two bid prices for such
stock provided to the Administrator by two recognized
securities dealers with minimum capitalizations of
$25,000,000 (or otherwise approved for such purpose by
Moody's and Fitch) or by one such securities dealer and
any other source (provided that the utilization of such
source would not adversely affect Moody's and Fitch's
then-current rating of the Series C Preferred Stock), at
least one of which shall be provided in writing or by
telecopy, telex, other electronic transcription, computer
obtained quotation reducible to written form or similar
means, and in turn provided to the Corporation by any
such means by such Administrator, or, if two bid prices
cannot be obtained, such Eligible Asset shall have a
Market Value of zero;

 		(b)  as to any U.S. Government Obligation,
Short-Term Money Market Instrument (other than demand
deposits, federal funds, bankers' acceptances and next
Business Day repurchase agreements) and commercial paper,
with a maturity of greater than 60 days, the product of
(i) the principal amount (accreted principal to the
extent such instrument accretes interest) of such instru-
ment, and (ii) the lower of the bid prices for the same
kind of instruments having, as nearly as practicable,
comparable interest rates and maturities provided by two
recognized securities dealers having minimum capital-
ization of $25,000,000 (or otherwise approved for such
purpose by Moody's and Fitch) or by one such dealer and
any other source (provided that the utilization of such
source would not adversely affect Moody's and Fitch's
then-current rating of the Series C Preferred Stock) to
the Administrator, at least one of which shall be provid-
ed in writing or by telecopy, telex, other electronic
transcription, computer obtained quotation reducible to
written form or similar means, and in turn provided to
the Corporation by any such means by such Administrator,
or, if two bid prices cannot be obtained, such Eligible
Asset will have a Market Value of zero;

 		(c)  as to cash, demand deposits, federal
funds, bankers' acceptances and next Business Day
repurchase agreements included in Short-Term Money Market
Instruments, the face value thereof;

 		(d)  as to any U.S. Government Obligation,
Short-Term Money Market Instrument or commercial paper
with a maturity of 60 days or fewer, amortized cost
unless the Board of Directors determines that such value
does not constitute fair value;

 		(e)  as to any other evidence of indebtedness
which is an Eligible Asset, (i) the product of (A) the
unpaid principal balance of such indebtedness as of the
Valuation Date and (B)(1) if such indebtedness is traded
on a national securities exchange or quoted on the Nasdaq
System, the last sales price reported on the Valuation
Date or (2) if there was no reported sales price on the
Valuation Date or if such indebtedness is not traded on a
national securities exchange or quoted on the Nasdaq Sys-
tem, the lower of two bid prices for such indebtedness
provided by two recognized dealers with a minimum capi-
talization of $25,000,000 (or otherwise approved for such
purpose by Moody's and Fitch) or by one such dealer and
any other source (provided that the utilization of such
source would not adversely affect Moody's and Fitch's
then-current rating of the Series C Preferred Stock) to
the Administrator, at least one of which shall be
provided in writing or by telecopy, telex, other elec-
tronic transcription, computer obtained quotation reduc-
ible to written form or similar means, and in turn pro-
vided to the Corporation by any such means by such Admin-
istrator, plus (ii) accrued interest on such indebted-
ness.

 	"Maximum Rate" means, on any date on which the
Applicable Rate is determined, the applicable percentage
of (i) in the case of a dividend period of 184 days or
less, the "AA" Financial Composite Commercial Paper Rate
on the date of such Auction determined as set forth below
based on the lower of the credit ratings assigned to the
Series C Preferred by Moody's and Fitch subject to upward
but not downward adjustment in the discretion of the
Board of Directors after consultation with the Broker-
Dealers; provided that immediately following any such
increase the Corporation would be in compliance with the
Basic Maintenance Amount or (ii) in the case of a
dividend period of longer than 184 days, the Treasury
Index Rate.

 Moody's Credit Rating

 Fitch Credit Rating

 Applicable Percentage
 Aa3 or higher
  AA- or higher

 150%
 A3 to A1

 A- to A+

 175%
 Baa3 to Baa1

 BBB- to BBB+

 250%
 Below Baa3

 Below BBB-

 275%


 	"Moody's" means Moody's Investors Service, Inc.
and its successors at law.

 	"Moody's Discount Factor" means, for purposes
of determining the Discounted Value of any Moody's
Eligible Asset, the percentage determined as
follows. According to Moody's guidelines, in
addition to standard monthly reporting, the
Corporation must notify Moody's if the portfolio
coverage ratio of the discounted value of Moody's
Eligible Assets to liabilities is less than 130%.
Computation of rating agency asset coverage ratio
requires use of the Diversification Table prior to
applying discount factors noted below and after
identifying Moody's eligible assets for purposes of
completing basic maintenance tests. The Moody's
Discount Factor for any Moody's Eligible Asset
other than the securities set forth below will be
the percentage provided in writing by Moody's.

 		(a) Convertible securities (including
convertible preferreds):


 DISCOUNT FACTORS (1)
 RATINGS(2)

 UTILITY
 INDUSTRIAL
  FINANCIAL
 TRANSPORTATION
 Aaa
 162%
 256%
 233%
 250%
 Aa
 167%
 261%
 238%
 265%
A
 172%
 266%
 243%
 275%
 Baa
 188%
 282%
 259%
 285%
Ba
 195%
290%
 265%
 290%
 B
 199%
 293%
 270%
  295%
 NR(3)
  300%
  300%
  300%
  300%


 (1) 	Discount factors are for 7-week exposure period.
 (2) 	If a convertible security is unrated by Moody's but
is rated by S&P, a rating two numeric ratings below
the S&P rating will be used (e.g., where the S&P
rating is AAA, a Moody's rating of Aa2 will be used;
where the S&P rating is AA+, a Moody's rating of Aa3
will be used).
 (3) 	Unrated fixed-income and convertible securities,
which are rated by neither Moody's nor S&P, are
limited to 10% of discounted Moody's Eligible
Assets. If a corporate debt security is unrated by
both Moody's and S&P, the Corporation will use the
percentage set forth under "Unrated" in this table.

 		Upon conversion to common stock, the
discount Factors applicable to common stock will
apply:


 COMMON
STOCKS

 UTILITY
 INDUSTRIAL
  FINANCIAL
 7-week exposure period

 170%
 264%
 241%



 		(b) Corporate Debt Securities (non-
convertible): The percentage determined by
reference to the rating on such asset with
reference to the remaining term to maturity of such
asset, in accordance with the table set forth
below.


 MOODY'S RATING CATEGORY(1)
 TERMS TO MATURITY OF
 CORPORATE DEBT SECURITY

 Aaa
 Aa
 A
 Baa
 Ba
 B
 UNRATED
(2)
 1 year or less
 109%
 112%
 115%
 118%
 119%
 125%
 225%
 2 years or less (but longer than 1 year)
 115
 118
 122
 125
 127
 133
 225
 3 years or less (but longer than 2 years)
 120
 123
 127
 131
 133
 140
 225
 4 years or less (but longer than 3 years)
 126
 129
 133
 138
 140
 147
 225
 5 years or less (but longer than 4 years)
  132
 135
 139
 144
 146
 154
 225
 7 years or less (but longer than 5 years)
  139
 143
 147
 152
 156
 164
 225
 10 years or less (but longer than 7 years)
  145
 150
 155
 160
 164
 173
 225
 15 years or less (but longer than 10 years)
 150
 155
 160
 165
 170
 180
 225
 20 years or less (but longer than 15 years)
 150
 155
 160
 165
 170
 190
 225
 30 years or less (but longer than 20 years)
 150
 155
 160
 165
 170
 191
 225
 Greater than 30 years
 165
 173
 181
 189
 205
 221
 225


 (1) 	If a corporate debt security is unrated by Moody's
but is rated by S&P, a rating two numeric ratings
below the S&P rating will be used (e.g., where the
S&P rating is AAA, a Moody's rating of Aa2 will be
used; where the S&P rating is AA+, a Moody's rating
of Aa3 will be used).
 (2)	Unrated corporate debt securities, which are
corporate debt securities rated by neither Moody's
nor S&P, are limited to 10% of discounted Moody's
Eligible Assets. If a corporate debt security is
unrated by both Moody's and S&P, the Corporation
will use the percentage set forth under "Unrated"
in this table.

 		The Moody's Discount Factors presented in the
immediately preceding table will also apply to corporate
debt securities that do not pay interest in U.S. dollars
or euros, provided that the Moody's Discount Factor
determined from the table shall be multiplied by a
factor of 120% for purposes of calculating the
Discounted Value of such securities.

 		(c) Preferred Stock: The Moody's Discount
Factor for preferred stock shall be (i) for preferred
stocks issued by a utility, 146%; (ii) for preferred
stocks of industrial and financial issuers, 209%; (iii)
for preferred stocks issued by real estate related
issuers, 154%; and (iv) for auction rate preferred
stocks, 350%.

 	 	(d) U.S. Government Obligations and U.S.
Treasury Strips:



 REMAINING TERM TO MATURITY
 U.S. GOVERNMENT
OBLIGATIONS
 DISCOUNT FACTOR
 U.S. TREASURY
STRIPS
 DISCOUNT FACTOR
 1 year or less
 107%
 107%
 2 years or less (but longer than 1 year)
 113
 115
 3 years or less (but longer than 2 years)
 118
 121
 4 years or less (but longer than 3 years)
 123
 128
 5 years or less (but longer than 4 years)
 128
 135
 7 years or less (but longer than 5 years)
 135
 147
 10 years or less (but longer than 7 years)
 141
 163
 15 years or less (but longer than 10 years)
 146
 191
 20 years or less (but longer than 15 years)
 154
 218
 30 years or less (but longer than 20 years)
 154
 244




 		(e) Short-Term Instruments and Cash: The
Moody's Discount Factor applied to short-term portfolio
securities, including without limitation short-term
corporate debt securities, Short-Term Money Market
Instruments and short-term municipal debt obligations,
will be (i) 100%, so long as such portfolio securities
mature or have a demand feature at par exercisable
within the Moody's Exposure Period; (ii) 115%, so long
as such portfolio securities mature or have a demand
feature at par not exercisable within the Moody's
Exposure Period; and (iii) 125%, if such securities are
not rated by Moody's, so long as such portfolio
securities are rated at least A-1+/AA or SP-1+/AA by S&P
and mature or have a demand feature at par exercisable
within the Moody's Exposure Period. A Moody's Discount
Factor of 100% will be applied to cash. Moody's rated
Rule 2a-7 money market funds will also have a discount
factor of 100%.

  		(f) Rule 144A Securities: The Moody's Discount
Factor applied to Rule 144A Securities for Rule 144A
Securities will be 130% of the Moody's Discount Factor
which would apply were the securities registered under
the 1933 Act.

 	"Moody's Eligible Assets" means:

 		(a) cash (including interest and dividends due
on assets rated (i) Baa3 or higher by Moody's if the
payment date is within five Business Days of the
Valuation Date, (ii) A2 or higher if the payment date is
within thirty days of the Valuation Date, and (iii) A1
or higher if the payment date is within the Moody's
Exposure Period) and receivables for Moody's Eligible
Assets sold if the receivable is due within five
Business Days of the Valuation Date, and if the trades
which generated such receivables are (1) settled through
clearing house firms with respect to which the
Corporation has received prior written authorization
from Moody's or (2) (A) with counterparties having a
Moody's long-term debt rating of at least Baa3 or (B)
with counterparties having a Moody's Short-Term Money
Market Instrument rating of at least P-1;

 	 	(b) Short-Term Money Market Instruments, so
long as (i) such securities are rated at least P-1, (ii)
in the case of demand deposits, time deposits and
overnight funds, the supporting entity is rated at least
A2, or (iii) in all other cases, the supporting entity
(1) is rated A2 and the security matures within one
month, (2) is rated A1 and the security matures within
three months or (3) is rated at least Aa3 and the
security matures within six months. In addition, Moody's
rated Rule 2a-7 money market funds are also eligible
investments.

 		(c) U.S. Government Obligations and U.S.
Treasury Strips;

 		(d) Rule 144A Securities;

 		(e) Corporate debt securities if (i) such
securities are rated B3 or higher by Moody's; (ii) such
securities provide for the periodic payment of interest
in cash in U.S. dollars or euros, except that such
securities that do not pay interest in U.S. dollars or
euros shall be considered Moody's Eligible Assets if
they are rated by Moody's or S&P; (iii) for debt
securities rated Ba1 and below, no more than 10% of the
original amount of such issue may constitute Moody's
Eligible Assets; (iv) such securities have been
registered under the 1933 Act or are restricted as to
resale under federal securities laws but are eligible
for resale pursuant to Rule 144A under the 1933 Act as
determined by the Corporation's investment manager or
portfolio manager acting pursuant to procedures approved
by the Board of Directors, except that such securities
that are not subject to U.S. federal securities laws
shall be considered Moody's Eligible Assets if they are
publicly traded; and (v) such securities are not subject
to extended settlement.

 		Notwithstanding the foregoing limitations, (1)
corporate debt securities not rated at least B3 by
Moody's shall be considered to be Moody's Eligible
Assets only to the extent the Market Value of such
corporate debt securities does not exceed 10% of the
aggregate Market Value of all Moody's Eligible Assets;
provided, however, that if the Market Value of such
corporate debt securities exceeds 10% of the aggregate
Market Value of all Moody's Eligible Assets, a portion
of such corporate debt securities (selected by the
Corporation) shall not be considered Moody's Eligible
Assets, so that the Market Value of such corporate debt
securities (excluding such portion) does not exceed 10%
of the aggregate Market Value of all Moody's Eligible
Assets; and (2) corporate debt securities rated by
neither Moody's nor S&P shall be considered to be
Moody's Eligible Assets only to the extent such
securities are issued by entities which (A) have not
filed for bankruptcy within the past three years, (B)
are current on all principal and interest in their fixed
income obligations, (C) are current on all preferred
stock dividends, and (D) possess a current, unqualified
auditor's report without qualified, explanatory
language.

 		(f) Convertible bonds, provided that (i) the
issuer of common stock must have a Moody's senior
unsecured debt of B3 or better, or an S&P rating of BB
or better, (ii) the common stocks must be traded on the
NYSE, AMEX, or NASDAQ, (iii) dividends must be paid in
U.S. dollars, (iv) the portfolio of convertible bonds
must be diversified as set forth in Figure 1 below, (v)
the company shall not hold shares exceeding the average
weekly trading volume during the preceding month, (vi)
synthetic convertibles are excluded from asset
eligibility.


 CONVERTIBLE BONDS DIVERSIFICATION GUIDELINES
 TYPE

 MAXIMUM SINGLE
 ISSUER (%) (1)

 MAXIMUM SINGLE
 INDUSTRY (%)

 MAXIMUM SINGLE
STATE (%) (1)
 Utility

 4

 50

 7(2)
 Other

 6

 20

 n/a




  (1) 	Percentage represent a portion of the
aggregate market value and number of outstanding
shares of the convertible stock portfolio.
 (2) 	Utility companies operating in more than one state
should be diversified according to the state in
which they generate the largest part of their
revenues. Publicly available information on utility
company revenues by state is available from the
Uniform Statistical Report (USR) or the Federal
Energy Regulation commission (FERC).

 		(g) Preferred stocks if (i) dividends on such
preferred stock are cumulative, (ii) such securities
provide for the periodic payment of dividends thereon in
cash in U.S. dollars or euros and do not provide for
conversion or exchange into, or have warrants attached
entitling the holder to receive, equity capital at any
time over the respective lives of such securities, (iii)
the issuer of such a preferred stock has common stock
listed on either the New York Stock Exchange or the
American Stock Exchange, (iv) the issuer of such a
preferred stock has a senior debt rating from Moody's of
Baa1 or higher or a preferred stock rating from Moody's
of Baa3 or higher and (v) such preferred stock has paid
consistent cash dividends in U.S. dollars or euros over
the last three years or has a minimum rating of A1 (if
the issuer of such preferred stock has other preferred
issues outstanding that have been paying dividends
consistently for the last three years, then a preferred
stock without such a dividend history would also be
eligible). In addition, the preferred stocks must have
the following diversification requirements: (1) the
preferred stock issue must be greater than $50 million
and (2) the minimum holding by the Corporation of each
issue of preferred stock is $500,000 and the maximum
holding of preferred stock of each issue is $5 million.
In addition, preferred stocks issued by transportation
companies will not be considered Moody's Eligible
Assets.

 		(h) Financial contracts, as such term is
defined in Section 3(c)(2)(B)(ii) of the Investment
Company Act, not otherwise provided for in this
definition but only upon receipt by the Corporation of a
letter from Moody's specifying any conditions on
including such financial contract in Moody's Eligible
Assets and assuring the Corporation that including such
financial contract in the manner so specified would not
affect the credit rating assigned by Moody's to the
Series C Preferred Stock.

 		(i) Interest rate swaps entered into according
to International Swap Dealers Association ("ISDA")
standards if (i) the counterparty to the swap
transaction has a short-term rating of not less than P-1
or, if the counterparty does not have a short-term
rating, the counterparty's senior unsecured long-term
debt rating is Aa3 or higher and (ii) the original
aggregate notional amount of the interest rate swap
transaction or transactions is not to be greater than
the liquidation preference of the Preferred Stock
originally issued. The interest rate swap transaction
will be marked-to-market daily.

 		In addition, portfolio holdings as described
below must be within the following diversification and
issue size requirements in order to be included in
Moody's Eligible Assets:

 RATINGS(1)

 MAXIMUM SINGLE ISSUER(2)(3)

 MAXIMUM SINGLE INDUSTRY(3)(4)
 NON-UTILITY

 MAXIMUM SINGLE INDUSTRY (3)(4)
 UTILITY

 MAXIMUM ISSUE SIZE ($ IN MILLION)
(5)
 Aaa
  100%
  100%
  100%
  $100
 Aa
  20
  60
  30
    100
 A
  10
  40
  25
    100
 Baa
   6
  20
  20
    100
 Ba
   4
  12
  12

50(6)
 B1-B2
   3
   8
  8


50(6)
 B3 or below
2
5

50(6)



 (1) 	Refers to the preferred stock and senior debt
rating of the portfolio holding.
 (2) 	Companies subject to common ownership of 25% or
more are considered as one issuer.
 (3) 	Percentages represent a portion of the aggregate
Market Value of corporate debt securities.
 (4) 	Industries are determined according to Moody's
Industry Classifications, as defined herein.
 (5) 	Except for preferred stock, which has a minimum
issue size of $50 million.
 (6) 	Portfolio holdings from issues ranging from $50
million to $100 million are limited to 20% of the
Corporation's total assets.

 	"Moody's Hedging Transactions" means purchases or
sales of exchange-traded financial futures contracts
based on any index approved by Moody's or Treasury
Bonds, and purchases, writings or sales of exchange-
traded put options on such financial futures contracts,
any index approved by Moody's or Treasury Bonds, and
purchases, writings or sales of exchange-traded call
options on such financial futures contracts, any index
approved by Moody's or Treasury Bonds, subject to the
following limitations:

 		(a) the Corporation will not engage in any
Moody's Hedging Transaction based on any index approved
by Moody's (other than Closing Transactions) that would
cause the Corporation at the time of such transaction to
own or have sold:

  (i) Outstanding financial futures contracts
based on such index exceeding in number 10% of
the average number of daily traded financial
futures contracts based on such index in the
30 days preceding the time of effecting such
transaction as reported by The Wall Street
Journal; or

 (ii) Outstanding financial futures contracts
based on any index approved by Moody's having
a Market Value exceeding 50% of the Market
Value of all portfolio securities of the
Corporation constituting Moody's Eligible
Assets owned by the Corporation;

 		(b) The Corporation will not engage in any
Moody's Hedging Transaction based on Treasury Bonds
(other than Closing Transactions) that would cause the
Corporation at the time of such transaction to own or
have sold:

 (i) Outstanding financial futures contracts
based on Treasury Bonds with such contracts
having an aggregate Market Value exceeding 20%
of the aggregate Market Value of Moody's
Eligible Assets owned by the Corporation and
rated Aa by Moody's (or, if not rated by
Moody's but rated by S&P, rated AAA by S&P);
or

 (ii) Outstanding financial futures contracts
based on Treasury Bonds with such contracts
having an aggregate Market Value exceeding 50%
of the aggregate Market Value of all portfolio
securities of the Corporation constituting
Moody's Eligible Assets owned by the
Corporation (other than Moody's Eligible
Assets already subject to a Moody's Hedging
Transaction) and rated Baa or A by Moody's
(or, if not rated by Moody's but rated by S&P,
rated A or AA by S&P);

 		(c) The Corporation will engage in Closing
Transactions to close out any outstanding financial
futures contract based on any index approved by Moody's
if the amount of open interest in such index as reported
by The Wall Street Journal is less than an amount to be
mutually determined by Moody's and the Corporation;

 		(d) The Corporation will engage in a Closing
Transaction to close out any outstanding financial
futures contract by no later than the fifth Business Day
of the month in which such contract expires and will
engage in a Closing Transaction to close out any
outstanding option on a financial futures contract by no
later than the first Business Day of the month in which
such option expires;

 		(e) The Corporation will engage in Moody's
Hedging Transactions only with respect to financial
futures contracts or options thereon having the next
settlement date or the settlement date immediately
thereafter;

 		(f) The Corporation (i) will not engage in
options and futures transactions for leveraging or
speculative purposes, except that an option or futures
transaction shall not for these purposes be considered a
leveraged position or speculative and (ii) will not
write any call options or sell any financial futures
contracts for the purpose of hedging the anticipated
purchase of an asset prior to completion of such
purchase; and

 		(g) The Corporation will not enter into an
option or futures transaction unless, after giving
effect thereto, the Corporation would continue to have
Moody's Eligible Assets with an aggregate Discounted
Value equal to or greater than the Preferred Shares
Basic Maintenance Amount.

 	"Moody's Industry Classifications" means, for the
purposes of determining Moody's Eligible Assets, each of
the following industry classifications (or such other
classifications as Moody's may from time to time approve
for application to the Series C Preferred Stock).

 1.	Aerospace and Defense: Major Contractor,
Subsystems, Research, Aircraft
Manufacturing, Arms, Ammunition.

 2.	Automobile: Automobile Equipment, Auto-
Manufacturing, Auto Parts Manufacturing,
Personal Use Trailers, Motor Homes,
Dealers.

 3.	Banking: Bank Holding, Savings and Loans,
Consumer Credit, Small Loan, Agency,
Factoring, Receivables.

 4.	Beverage, Food and Tobacco: Beer and Ale,
Distillers, Wines and Liquors,
Distributors, Soft Drink Syrup, Bottlers,
Bakery, Mill Sugar, Canned Foods, Corn
Refiners, Dairy Products, Meat Products,
Poultry Products, Snacks, Packaged Foods,
Distributors, Candy, Gum, Seafood, Frozen
Food, Cigarettes, Cigars, Leaf/Snuff,
Vegetable Oil.

 5.	Buildings and Real Estate: Brick, Cement,
Climate Controls, Contracting,
Engineering, Construction, Hardware,
Forest Products (building-related only),
Plumbing, Roofing, Wallboard, Real
Estate, Real Estate Development, REITs,
Land Development.

 6.	Chemicals, Plastics and Rubber: Chemicals
(non-agricultural), Industrial Gases,
Sulphur, Plastics, Plastic Products,
Abrasives, Coatings, Paints, Varnish,
Fabricating Containers.

 7.	Packaging and Glass: Glass, Fiberglass,
Containers made of: Glass, Metal, Paper,
Plastic, Wood or Fiberglass.

 8.	Personal and Non-Durable Consumer
Products (Manufacturing Only): Soaps,
Perfumes, Cosmetics, Toiletries, Cleaning
Supplies, School Supplies.

 9.	Diversified/Conglomerate Manufacturing.

 10.	Diversified/Conglomerate Service.

 11.	Diversified Natural Resources, Precious
Metals and Minerals: Fabricating,
Distribution.

 12.	Ecological: Pollution Control, Waste
Removal, Waste Treatment and Waste
Disposal.

 13.	Electronics: Computer Hardware, Electric
Equipment, Components, Controllers,
Motors, Household Appliances, Information
Service Communication Systems, Radios,
TVs, Tape Machines, Speakers, Printers,
Drivers, Technology.

 14.	Finance: Investment Brokerage, Leasing,
Syndication, Securities.

 15.	Farming and Agriculture: Livestock,
Grains, Produce, Agriculture Chemicals,
Agricultural Equipment, Fertilizers.

 16.	Grocery: Grocery Stores, Convenience Food
Stores.

 17.	Healthcare, Education and Childcare:
Ethical Drugs, Proprietary Drugs,
Research, Health Care Centers, Nursing
Homes, HMOs, Hospitals, Hospital
Supplies, Medical Equipment.

 18.	Home and Office Furnishings, Housewares,
and Durable Consumer Products: Carpets,
Floor Coverings, Furniture, Cooking,
Ranges.

 19.	Hotels, Motels, Inns and Gaming.

 20.	Insurance: Life, Property and Casualty,
Broker, Agent, Surety.

 21.	Leisure, Amusement, Motion Pictures,
Entertainment: Boating, Bowling,
Billiards, Musical Instruments, Fishing,
Photo Equipment, Records, Tapes, Sports,
Outdoor Equipment (Camping), Tourism,
Resorts, Games, Toy Manufacturing, Motion
Picture Production Theaters, Motion
Picture Distribution.

 22.	Machinery (Non-Agricultural, Non-
Construction, Non-Electronic):
Industrial, Machine Tools, Steam
Generators.

 23.	Mining, Steel, Iron and Non-Precious
Metals: Coal, Copper, Lead, Uranium,
Zinc, Aluminum, Stainless Steel,
Integrated Steel, Ore Production,
Refractories, Steel Mill Machinery, Mini-
Mills, Fabricating, Distribution and
Sales of the foregoing.

 24.	Oil and Gas: Crude Producer, Retailer,
Well Supply, Service and Drilling.

 25.	Printing, Publishing, and Broadcasting:
Graphic Arts, Paper, Paper Products,
Business Forms, Magazines, Books,
Periodicals, Newspapers, Textbooks,
Radio, T.V., Cable Broadcasting
Equipment.

 26.	Cargo Transport: Rail, Shipping,
Railroads, Rail-car Builders, Ship
Builders, Containers, Container Builders,
Parts, Overnight Mail, Trucking, Truck
Manufacturing, Trailer Manufacturing, Air
Cargo, Transport.

 27.	Retail Stores: Apparel, Toy, Variety,
Drugs, Department, Mail Order Catalog,
Showroom.

 28.	Telecommunications: Local, Long Distance,
Independent, Telephone, Telegraph,
Satellite, Equipment, Research, Cellular.

 29.	Textiles and Leather: Producer, Synthetic
Fiber, Apparel Manufacturer, Leather
Shoes.

 30.	Personal Transportation: Air, Bus, Rail,
Car Rental.

 31.	Utilities: Electric, Water, Hydro Power,
Gas.

 32.	Diversified Sovereigns: Semi-sovereigns,
Canadian Provinces, Supra-national
Agencies.

 		The Corporation will use SIC codes in
determining which industry classification is applicable
to a particular investment in consultation with the
Independent Accountant and Moody's, to the extent the
Corporation considers necessary.

 	"1933 Act" means the Securities Act of 1933, as
amended, or any successor statute.

 	"1940 Act" means the Investment Company Act of
1940, as amended, or any successor statute.

 	"Non-Call Period" means a period determined by the
Board of Directors after consultation with the Broker-
Dealers, during which the Series C Preferred Stock
subject to such Special Dividend Period is not subject
to redemption at the option of the Corporation but only
to mandatory redemption.

 	"Notice of Redemption" means any notice with
respect to the redemption of Series C Preferred Stock
pursuant to paragraph 3 of Article I of these Articles
Supplementary.

 	"Other Rating Agency" means any rating agency other
than Moody's or Fitch then providing a rating for the
Series C Preferred Stock at the request of the
Corporation.

 	"Other Rating Agency Eligible Assets" means assets
of the Corporation designated by any Other Rating Agency
as eligible for inclusion in calculating the discounted
value of the Corporation's assets in connection with
such Other Rating Agency's rating of the Series C
Preferred Stock.

 	"Outstanding" means, as of any date, shares of
Preferred Stock theretofore issued by the Corporation
except:

 		(a)  any such share of Preferred Stock
theretofore cancelled by the Corporation or
delivered to the Corporation for cancellation;
 		(b)  any such share of Preferred Stock
other than auction rate Preferred Stock as to
which a notice of redemption shall have been
given and for whose payment at the redemption
thereof Deposit Assets in the necessary amount
are held by the Corporation in trust for or
were paid by the Corporation to the holder of
such share pursuant to the Articles Supple-
mentary with respect thereto;

 		(c)  in the case of shares auction rate
Preferred Stock, including the Series C
Preferred Stock, any such shares theretofore
delivered to the applicable auction agent for
cancellation or with respect to which the
Corporation has given notice of redemption and
irrevocably deposited with the applicable
paying agent sufficient funds to redeem such
shares; and

 (d)  any such share in exchange for or in lieu
of which other shares have been issued and
delivered.

 		Notwithstanding the foregoing, (i) for
purposes of voting rights (including the determination
of the number of shares required to constitute a
quorum), any Preferred Stock as to which any subsidiary
of the Corporation is the holder or Existing Holder, as
applicable, will be disregarded and deemed not
Outstanding and (ii) in connection with any auction, any
auction rate Preferred Stock as to which any Person
known to the auction agent to be a subsidiary of the
Corporation is the holder or Existing Holder, as
applicable, will be disregarded and not deemed
Outstanding.

 	"Paying Agent" means The Bank of New York unless
and until another entity appointed by a resolution of
the Board of Directors enters into an agreement with the
Corporation to serve as paying agent, which paying agent
may be the same as the Auction Agent and, with respect
to any other class or series of Preferred Stock, the
Person appointed by the Corporation as dividend-
disbursing or paying agent with respect to such class or
series.

 	"Person" means and includes an individual, a
partnership, the Corporation, a trust, a corporation, a
limited liability company, an unincorporated
association, a joint venture or other entity or a
government or any agency or political subdivision
thereof.

 	"Preferred Stock" means the preferred stock, par
value $.001 per share, of the Corporation, and includes
the shares of Series C Preferred Stock.
 	"Premium Call Period" means a period consisting of
a number of whole years as determined by the Board of
Directors after consultation with the Broker-Dealers,
during each year of which the shares subject to such
Special Dividend Period will be redeemable at the
Corporation's option at a price per share equal to the
Liquidation Preference plus accumulated but unpaid
dividends (whether or not earned or declared) plus a
premium expressed as a percentage or percentages of the
Liquidation Preference or expressed as a formula using
specified variables as determined by the Board of
Directors after consultation with the Broker-Dealers.

 	"Pricing Service" means any of the following:
Bloomberg Financial Service, Bridge Information
Services, Data Resources Inc., FT Interactive,
International Securities Market Association, Merrill
Lynch Securities Pricing Service, Muller Data Corp.,
Reuters, S&P/J.J. Kenny, Telerate, Trepp Pricing and
Wood Gundy.

 	"Rating Agency" means Moody's and Fitch as long as
such rating agency is then rating the Series C Preferred
Stock at the Corporation's request or any other rating
agency then rating the Series C Preferred Stock at the
Corporation's request.

 	"Redemption Date" has the meaning set forth in
paragraph 3(e) of Article I of these Articles
Supplementary.

 	"Redemption Default" has the meaning set forth in
paragraph 3(e) of Article I of these Articles
Supplementary.

 	"Redemption Price" has the meaning set forth in
paragraph 3(a)(i) of Article I of these Articles
Supplementary, and shall, for the purposes of these
Articles Supplementary, have a correlative meaning with
respect to any other class or series of Preferred Stock.

 	"Reference Rate" means, with respect to the
determination of the Default Rate, the applicable "AA"
Financial Composite Commercial Paper Rate for a Dividend
Period of 184 days or fewer or the applicable Treasury
Index Rate for a Dividend Period of longer than 184 days
and, with respect to the determination of the Maximum
Rate, the "AA" Financial Composite Commercial Paper Rate
or the Treasury Index Rate, as appropriate.

 	"Registrar" means The Bank of New York, unless and
until another entity appointed by a resolution of the
Board of Directors enters into an agreement with the
Corporation to serve as registrar.

 	"S&P" means Standard & Poor's Ratings Services, or
its successors at law.

 	"Securities Depository" means The Depository Trust
Company and its successors and assigns or any successor
securities depository selected by the Corporation that
agrees to follow the procedures required to be followed
by such securities depository in connection with the
Series C Preferred Stock.

 	"Series C Asset Coverage Cure Date" means, with
respect to the failure by the Corporation to maintain
Asset Coverage (as required by paragraph 9(a)(i) of
Article I of these Articles Supplementary) as of the
last Business Day of each March, June, September and
December of each year, 10 days following such Business
Day.

 	"Series C Preferred Stock" means shares of the
Corporation's Series C Auction Rate Cumulative Preferred
Stock, par value $.001 per share, liquidation preference
$25,000 per share.

 	"Short-Term Money Market Instrument" means the
following types of instruments if, on the date of
purchase or other acquisition thereof by the
Corporation, the remaining term to maturity thereof is
not in excess of 180 days:

(i) commercial paper rated A-1 if such commercial paper
matures in 30 days or A-1+ if such commercial paper
matures in over 30 days;

(ii) demand or time deposits in, and banker's acceptances
and certificates of deposit of (A) a depository
institution or trust company incorporated under the laws
of the United States of America or any state thereof or
the District of Columbia or (B) a United States branch
office or agency of a foreign depository institution
(provided that such branch office or agency is subject
to banking regulation under the laws of the United
States, any state thereof or the District of Columbia);

(iii) overnight funds; and

(iv) U.S. Government Obligations.

 	"Special Dividend Period" means a Dividend Period
that is not a Standard Dividend Period.
 	"Specific Redemption Provisions" means, with
respect to any Special Dividend Period of more than one
year, either, or any combination of (i) a Non-Call
Period and (ii) a Premium Call Period.

 	"Standard Dividend Period" means a Dividend Period
of seven days, subject to increase or decrease to the
extent necessary for the next Auction Date and Dividend
Payment Date to each be Business Days.

 	"Submission Deadline" means 1:00 p.m., New York
City time, on any Auction Date or such other time on any
Auction Date by which Broker-Dealers are required to
submit Orders to the Auction Agent as specified by the
Auction Agent from time to time.

 	"Transfer Agent" means The Bank of New York, unless
and until another entity appointed by a resolution of
the Board of Directors enters into an agreement with the
Corporation to serve as transfer agent.

 	"Treasury Index Rate" means the average yield to
maturity for actively traded marketable U.S. Treasury
fixed interest rate securities having the same number of
30-day periods to maturity as the length of the
applicable Dividend Period, determined, to the extent
necessary, by linear interpolation based upon the yield
for such securities having the next shorter and next
longer number of 30-day periods to maturity treating all
Dividend Periods with a length greater than the longest
maturity for such securities as having a length equal to
such longest maturity, in all cases based upon data set
forth in the most recent weekly statistical release
published by the Board of Governors of the Federal
Reserve System (currently in H.15 (519)); provided,
however, if the most recent such statistical release
shall not have been published during the 15 days
preceding the date of computation, the foregoing
computations shall be based upon the average of
comparable data as quoted to the Corporation by at least
three recognized dealers in U.S. Government Obligations
selected by the Corporation.

 	"U.S. Government Obligations" means direct
obligations of the United States or by its agencies or
instrumentalities that are entitled to the full faith
and credit of the United States and that, other than
United States Treasury Bills, provide for the periodic
payment of interest and the full payment of principal at
maturity or call for redemption.

 	"Valuation Date" means the last Business Day of
each month, or such other date as the Corporation and
Rating Agencies may agree to for purposes of determining
the Basic Maintenance Amount.

 	"Voting Period" has the meaning set forth in
paragraph 6(b) of Article I of these Articles
Supplementary.

 		14.	Interpretation.  References to sections,
subsections, clauses, sub-clauses, paragraphs and
subparagraphs that do not reference a specific Article
of these Articles Supplementary or another document
shall refer to the Article of these Articles
Supplementary in which the reference occurs, unless the
context otherwise requires.

 Article II: Auction Procedures



1. 	Certain Definitions.  Unless the context or use
indicates another or different meaning or intent, each of
the following terms when used in these Articles
Supplementary shall have the meaning ascribed to it below,
whether such term is used in the singular or plural and
regardless of tense:

 	"Agent Member" means a member of or participant in the
Securities Depository that will act on behalf of a Bidder.

 	"Available Preferred Shares" has the meaning set forth
in paragraph 4(a)(i) of Article II of these Articles
Supplementary.

 	"Existing Holder" means (a) a Person who beneficially
owns those shares of Preferred Stock, including Series C
Preferred Stock, listed in that Person's name in the
records of the Corporation or Auction Agent, as the case
may be, or (b) the beneficial owner of those shares of
Series C Preferred Stock which are listed under such
person's Broker-Dealer's name in the records of the Auction
Agent, which Broker-Dealer shall have signed a Master
Purchaser's Letter.

 	"Hold Order" has the meaning set forth in paragraph
2(a) of Article II of these Articles Supplementary.

 	"Master Purchaser's Letter" means the letter which is
required to be executed by each prospective purchaser of
Series C Preferred Stock or by the Broker-Dealer through
whom the shares will be held.

 	"Order" has the meaning set forth in paragraph 2(a) of
Article II of these Articles Supplementary.

 	"Potential Holder" means (a) any Existing Holder who
may be interested in acquiring additional Series C
Preferred Stock or (b) any other Person who may be
interested in acquiring Series C Preferred Stock and who
has signed a Master Purchaser's Letter or whose shares will
be listed under such person's Broker-Dealer's name on the
records of the Auction Agent which Broker-Dealer shall have
executed a Master Purchaser's Letter.

 	"Sell Order" has the meaning set forth in paragraph
2(a) of Article II of these Articles Supplementary.

 	"Submitted Bid" has the meaning set forth in paragraph
4(a) of Article II of these Articles Supplementary.

 	"Submitted Hold Order" has the meaning set forth in
paragraph 4(a) of Article II of these Articles
Supplementary.

 	"Submitted Order" has the meaning set forth in
paragraph 4(a) of Article II of these Articles
Supplementary.

 	"Submitted Sell Order" has the meaning set forth in
paragraph 4(a) of Article II of these Articles
Supplementary.

 	"Sufficient Clearing Bids" has the meaning set forth
in paragraph 4(a)(ii) of Article II of these Articles
Supplementary.

 	"Sufficient Clearing Orders" means that all shares of
Series C Preferred Stock are the subject of Submitted Hold
Orders or that the number of shares of Series C Preferred
Stock that are the subject of Submitted Bids by Potential
Holders specifying one or more rates equal to or less than
the Maximum Rate exceeds or equals the sum of (a) the
number of shares of Series C Preferred Stock that are
subject of Submitted Bids by Existing Holders specifying
one or more rates higher than the Maximum Rate and (b) the
number of shares of Series C Preferred Stock that are
subject to Submitted Sell Orders.

 	"Winning Bid Rate" means the lowest rate specified in
the Submitted Bids which if:

 	(a) 	(i)	each such Submitted Bid of
Existing Holders specifying such lowest rate
and

 		(ii) 	all other such Submitted Bids
of Existing Holders specifying lower rates
were rejected, thus entitling such Existing
Holders to continue to hold the shares of
such series that are subject to such
Submitted Bids; and

 	(b)	(i)	each such Submitted Bid of
Potential Holders specifying such lowest
rate and

 		(ii)	all other such Submitted Bids of
Potential Holders specifying lower rates
were accepted;

 would result in such Existing Holders described in
subclause (a) above continuing to hold an aggregate number
of Outstanding shares of Series C Preferred Stock which,
when added to the number of Outstanding shares of Series C
Preferred Stock to be purchased by such Potential Holders
described in subclause (b) above, would equal not less than
the Available Preferred Shares.


2. 	 Orders.

(a) 	On or prior to the Submission Deadline on
each Auction Date for Series C Preferred Stock:

(i) each Beneficial Owner of Series C
Preferred Stock may submit to its Broker-Dealer by
telephone or otherwise information as to:

(A) the number of Outstanding
shares of Series C Preferred Stock, if any, held
by such Beneficial Owner which such Beneficial
Owner desires to continue to hold without regard
to the Applicable Rate for the next succeeding
Dividend Period;

(B) the number of Outstanding
shares of Series C Preferred Stock, if any, held
by such Beneficial Owner which such Beneficial
Owner offers to sell if the Applicable Rate for
the next succeeding Dividend Period shall be less
than the rate per annum specified by such
Beneficial Owner; and/or

(C) the number of Outstanding
shares of Series C Preferred Stock, if any, held
by such Beneficial Owner which such Beneficial
Owner offers to sell without regard to the
Applicable Rate for the next succeeding Dividend
Period; and

(ii) each Broker-Dealer, using lists
of potential Beneficial Owners, shall in good faith
for the purpose of conducting a competitive Auction in
a commercially reasonable manner, contact potential
Beneficial Owners (by telephone or otherwise),
including Persons that are not Beneficial Owners, on
such lists to determine the number of shares of Series
C Preferred Stock, if any, that each such potential
Beneficial Owner offers to purchase if the Applicable
Rate for the next succeeding Dividend Period shall not
be less than the rate per annum specified by such
potential Beneficial Owner.

 For the purposes hereof, the communication by a Beneficial
Owner or potential Beneficial Owner to a Broker-Dealer, or
by a Broker-Dealer to the Auction Agent, of information
referred to in clauses (a)(i) or (a)(ii) of this paragraph
(2) is hereinafter referred to as an "Order" and
collectively as "Orders" and each Beneficial Owner and each
potential Beneficial Owner placing an Order with a Broker-
Dealer, and such Broker-Dealer placing an Order with the
Auction Agent, is hereinafter referred to as a "Bidder" and
collectively as "Bidders;" an Order containing the
information referred to in clause (a)(i)(A) of this
paragraph (2) is hereinafter referred to as a "Hold Order"
and collectively as "Hold Orders;" an Order containing the
information referred to in clauses (a)(i)(B) or (a)(ii) of
this paragraph (2) is hereinafter referred to as a "Bid"
and collectively as "Bids;" and an Order containing the
information referred to in clause (a)(i)(C) of this
paragraph (2) is hereinafter referred to as a "Sell Order"
and collectively as "Sell Orders."

(iii)   A Bid by a Beneficial Owner or an Existing
Holder of Series C Preferred Stock subject to an Auction on
any Auction Date shall constitute an irrevocable offer to
sell if:

(A) the number of Outstanding
shares of Series C Preferred Stock specified in
such Bid if the Applicable Rate determined on
such Auction Date shall be less than the rate
specified therein;

(B) such number or a lesser
number of Outstanding shares of Series C
Preferred Stock to be determined as set forth in
paragraph 5(a)(iv) if the Applicable Rate for
Series C Preferred Stock determined on such
Auction Date shall be equal to the rate specified
therein; or

(C) the number of Outstanding
shares of Series C Preferred Stock specified in
such Bid if the rate specified therein shall be
higher than the Maximum Rate, or such number or a
lesser number of Outstanding shares of Series C
Preferred Stock to be determined as set forth in
paragraph 5(b)(iii) if the rate specified therein
shall be higher than the Maximum Rate and
Sufficient Clearing Bids do not exist.

(iv) A Sell Order by a Beneficial
Owner or an Existing Holder of Series C Preferred
Stock subject to an Auction on any Auction Date shall
constitute an irrevocable offer to sell:

(A) the number of Outstanding
shares of Series C Preferred Stock specified in
such Sell Order; or

(B) such number or a lesser
number of Outstanding shares of Series C
Preferred Stock as set forth in paragraph
5(b)(iii) if Sufficient Clearing Bids do not
exist; provided, however, that a Broker-Dealer
that is an Existing Holder with respect to Series
C Preferred Stock shall not be liable to any
Person for failing to sell such shares pursuant
to a Sell Order described in the proviso to
paragraph 3(c) if (1) such shares were
transferred by the Beneficial Owner thereof
without compliance by such Beneficial Owner or
its transferee Broker-Dealer (or other transferee
Person, if permitted by the Corporation) with the
provisions of paragraph 6 or (2) such Broker-
Dealer has informed the Auction Agent pursuant to
the terms of its Broker-Dealer Agreement that,
according to such Broker-Dealer's records, such
Broker-Dealer believes it is not the Existing
Holder of such shares.

(v) A Bid by a Potential Holder of
Series C Preferred Stock subject to an Auction on any
Auction Date shall constitute an irrevocable offer to
purchase if:

(A) the number of Outstanding
shares of Series C Preferred Stock specified in
such Bid if the Applicable Rate determined on
such Auction Date shall be higher than the rate
specified therein; or

(B) such number or a lesser
number of Outstanding shares of Series C
Preferred Stock as set forth in paragraph 5(a)(v)
if the Applicable Rate determined on such Auction
Date shall be equal to the rate specified
therein.

(b) 	No Order for any number of shares of
Series C Preferred Stock other than whole shares shall be
valid.

3. 	Submission of Orders by Broker-Dealers to
Auction Agent.

(a) 	Each Broker-Dealer shall submit in
writing to the Auction Agent prior to the Submission
Deadline on each Auction Date all Orders for Series C
Preferred Stock subject to an Auction on such Auction Date
obtained by such Broker-Dealer, designating itself (unless
otherwise permitted by the Corporation) as an Existing
Holder in respect of shares subject to Orders submitted or
deemed submitted to it by Beneficial Owners and as a
Potential Holder in respect of shares subject to Orders
submitted to it by potential Beneficial Owners, and shall
specify with respect to each Order for such shares:

(i) the name of the Bidder placing
such Order (which shall be the Broker-Dealer unless
otherwise permitted by the Corporation);

(ii) the aggregate number of shares of
Series C Preferred Stock that are the subject of such
Order;

(iii) to the extent that such Bidder
is an Existing Holder of Series C Preferred Stock:

(A) the number of shares of
Series C Preferred Stock, if any, subject to any
Hold Order of such Existing Holder;

(B) the number of shares of
Series C Preferred Stock, if any, subject to any
Bid of such Existing Holder and the rate
specified in such Bid; and

(C) the number of shares of
Series C Preferred Stock, if any, subject to any
Sell Order of such Existing Holder; and

(iv) to the extent such Bidder is a
Potential Holder of Series C Preferred Stock, the rate
and number of shares of Series C Preferred Stock
specified in such Potential Holder's Bid.

(b) 	If any rate specified in any Bid contains
more than three figures to the right of the decimal point,
the Auction Agent shall round such rate up to the next
highest one thousandth (.001) of 1%.

(c) 	If an Order or Orders covering all of the
Outstanding shares of Series C Preferred Stock held by any
Existing Holder is not submitted to the Auction Agent prior
to the Submission Deadline, the Auction Agent shall deem a
Hold Order to have been submitted by or on behalf of such
Existing Holder covering the number of Outstanding shares
of Series C Preferred Stock held by such Existing Holder
and not subject to Orders submitted to the Auction Agent;
provided, however, that if an Order or Orders covering all
of the Outstanding Series C Preferred Stock held by any
Existing Holder is not submitted to the Auction Agent prior
to the Submission Deadline for an Auction relating to a
Special Dividend Period consisting of more than 28 calendar
days, the Auction Agent shall deem a Sell Order to have
been submitted by or on behalf of such Existing Holder
covering the number of Outstanding shares of Series C
Preferred Stock held by such Existing Holder and not
subject to Orders submitted to the Auction Agent.

(d) 	If one or more Orders of an Existing
Holder is submitted to the Auction Agent covering in the
aggregate more than the number of Outstanding shares of
Series C Preferred Stock subject to an Auction held by such
Existing Holder, such Orders shall be considered valid in
the following order of priority:

(i) all Hold Orders shall be
considered valid, but only up to and including in the
aggregate the number of Outstanding shares of Series C
Preferred Stock held by such Existing Holder, and if
the number of shares subject to such Hold Orders
exceeds the number of Outstanding shares of Series C
Preferred Stock held by such Existing Holder, the
number of shares subject to each such Hold Order shall
be reduced pro rata to cover the number of Outstanding
shares of Series C Preferred Stock held by such
Existing Holder;

(A)   any Bid for Series C Preferred
Stock shall be considered valid up to and including
the excess of the number of Outstanding shares of
Series C Preferred Stock held by such Existing Holder
over the number of shares of Series C Preferred Stock
subject to any Hold Orders referred to in clause
(d)(i) above;

(B) subject to subclause
(d)(ii)(A), if more than one Bid of an Existing
Holder for Series C Preferred Stock is submitted
to the Auction Agent with the same rate and the
number of Outstanding shares of Series C
Preferred Stock subject to such Bids is greater
than such excess, such Bids shall be considered
valid up to and including the amount of such
excess, and the number of shares of Series C
Preferred  Stock subject to each Bid with the
same rate shall be reduced pro rata to cover the
number of shares equal to such excess;

(C) subject to subclauses
(d)(ii)(A) and (B), if more than one Bid of an
Existing Holder for Series C Preferred Stock is
submitted to the Auction Agent with different
rates, such Bids shall be considered valid in the
ascending order of their respective rates up to
and including the amount of such excess; and

(D) in any such event, the
number, if any, of such Outstanding shares of
Series C Preferred Stock subject to any portion
of Bids considered not valid in whole or in part
under this paragraph 3(d)(ii) shall be treated as
the subject of a Bid by or on behalf of a
Potential Holder at the rate specified therein;
and

(ii) all Sell Orders for Series C
Preferred Stock shall be considered valid up to and
including the excess of the number of Outstanding
shares of Series C Preferred Stock held by such
Existing Holder over the sum of Outstanding shares of
Series C Preferred Stock subject to valid Hold Orders
referred to in paragraph 3(d)(i) above and valid Bids
referred to in paragraph 3(d)(ii) above.

(e) 	If more than one Bid for Series C
Preferred Stock is submitted to the Auction Agent by or on
behalf of any Potential Holder, each such Bid submitted
shall be a separate Bid with the rate and number of shares
therein specified.

(f) 	Any Order submitted by a Beneficial Owner
or a potential Beneficial Owner to its Broker-Dealer, or by
a Broker-Dealer to the Auction Agent, prior to the
Submission Deadline on any Auction Date, shall be
irrevocable.

4. 	Determination of Sufficient Clearing Bids,
Winning Bid Rate and Applicable Rate.

(a) 	Not earlier than the Submission Deadline
on each Auction Date for Series C Preferred Stock, the
Auction Agent shall assemble all valid Orders submitted or
deemed submitted to it by the Broker-Dealers (each such
Order as submitted or deemed submitted by a Broker-Dealer
being hereinafter referred to individually as a "Submitted
Hold Order," a "Submitted Bid" or a "Submitted Sell Order,"
as the case may be, or as a "Submitted Order" and
collectively as "Submitted Hold Orders," "Submitted Bids"
or "Submitted Sell Orders," as the case may be, or as
"Submitted Orders") and shall determine:

(i) the excess of the number of
Outstanding shares of Series C Preferred Stock over
the number of Outstanding shares of Series C Preferred
Stock subject to Submitted Hold Orders (such excess
being hereinafter referred to as the "Available
Preferred Shares");

(ii) from the Submitted Orders for
Series C Preferred Stock whether:

(A) the number of Outstanding
shares of Series C Preferred Stock subject to
Submitted Bids of Potential Holders specifying
one or more rates equal to or lower than the
Maximum Rate exceeds or is equal to the sum of

(B) the number of Outstanding
shares of Series C Preferred Stock subject to
Submitted Bids of Existing Holders specifying one
or more rates higher than the Maximum Rate; and

(C) the number of Outstanding
shares of Series C Preferred Stock subject to
Submitted Sell Orders (in the event such excess
or such equality exists (other than because the
number of shares of Series C Preferred Stock in
clauses (a)(ii)(A) and (B) above is zero because
all of the Outstanding shares of Series C
Preferred Stock are subject to Submitted Hold
Orders), such Submitted Bids in clause (a)(ii)(A)
above being hereinafter referred to collectively
as "Sufficient Clearing Bids"); and

(iii) if Sufficient Clearing Bids
exist, the Winning Bid Rate.

(b) 	Not later than 9:30 A.M., New York City
time, on each Auction Date, the Auction Agent shall advise
the Corporation of the Maximum Rate for the Series C
Preferred Stock for which an Auction is being held on the
Auction Date and, based on such determination, promptly
after the Auction Agent has made the determinations
pursuant to paragraph 4(a), the Auction Agent shall advise
the Corporation of the Applicable Rate for the next
succeeding Dividend Period thereof as follows:

(i) if Sufficient Clearing Bids exist,
that the Applicable Rate for the next succeeding
Dividend Period thereof shall be equal to the Winning
Bid Rate so determined;

(ii) if Sufficient Clearing Bids do
not exist (other than because all of the Outstanding
shares of such series are subject to Submitted Hold
Orders), that the Applicable Rate for the next
succeeding Dividend Period thereof shall be equal to
the Maximum Rate; or

(iii) if all of the Outstanding shares
of Series C Preferred Stock are subject to Submitted
Hold Orders, that the Applicable Rate for the next
succeeding Dividend Period thereof shall be the All
Hold Rate.

5. 	Acceptance and Rejection of Submitted Bids and
Submitted Sell Orders and Allocation.

 	Existing Holders shall continue to hold the shares of
Series C Preferred Stock that are subject to Submitted Hold
Orders, and, based on the determinations made pursuant to
paragraph 4(a), the Submitted Bids and Submitted Sell
Orders shall be accepted or rejected by the Auction Agent
and the Auction Agent shall take such other action as set
forth below:
(a) 	If Sufficient Clearing Bids for shares of
Series C Preferred Stock have been made, all Submitted Sell
Orders shall be accepted and, subject to the provisions of
paragraphs 5(d) and 5(e), Submitted Bids shall be accepted
or rejected as follows in the following order of priority
and all other Submitted Bids shall be rejected:

(i) Existing Holders' Submitted Bids
for Series C Preferred Stock specifying any rate that
is higher than the Winning Bid Rate shall be accepted,
thus requiring each such Existing Holder to sell the
Series C Preferred Stock subject to such Submitted
Bids;

(ii) Existing Holders' Submitted Bids
for shares Series C Preferred Stock specifying any
rate that is lower than the Winning Bid Rate shall be
rejected, thus entitling each such Existing Holder to
continue to hold the Series C Preferred Stock subject
to such Submitted Bids;

(iii) Potential Holders' Submitted
Bids for shares of Series C Preferred Stock specifying
any rate that is lower than the Winning Bid Rate shall
be accepted;

(iv) each Existing Holder's Submitted
Bid for shares of Series C Preferred Stock specifying
a rate that is equal to the Winning Bid Rate shall be
rejected, thus entitling such Existing Holder to
continue to hold the Series C Preferred Stock subject
to such Submitted Bid, unless the number of
Outstanding shares of Series C Preferred Stock subject
to all such Submitted Bids shall be greater than the
number of shares of Series C Preferred Stock
("remaining shares") in the excess of the Available
Preferred Shares over the number of shares of Series C
Preferred Stock subject to Submitted Bids described in
paragraphs 5(a)(ii) and 5(a)(iii), in which event such
Submitted Bid of such Existing Holder shall be
rejected in part, and such Existing Holder shall be
entitled to continue to hold Series C Preferred Stock
subject to such Submitted Bid, but only in an amount
equal to the shares of Series C Preferred Stock
obtained by multiplying the number of remaining shares
by a fraction, the numerator of which shall be the
number of Outstanding shares of Series C Preferred
Stock held by such Existing Holder subject to such
Submitted Bid and the denominator of which shall be
the aggregate number of Outstanding shares of Series C
Preferred Stock subject to such Submitted Bids made by
all such Existing Holders that specified a rate equal
to the Winning Bid Rate; and

(v) each Potential Holder's Submitted
Bid for Series C Preferred Stock specifying a rate
that is equal to the Winning Bid Rate shall be
accepted but only in an amount equal to the number of
shares obtained by multiplying the number of shares of
Series C Preferred Stock in the excess of the
Available Preferred Shares over the number of shares
of Series C Preferred Stock subject to Submitted Bids
described in paragraph 5(a)(ii) through (iv) by a
fraction, the numerator of which shall be the number
of Outstanding shares of Series C Preferred Stock
subject to such Submitted Bid and the denominator of
which shall be the aggregate number of Outstanding
shares of Series C Preferred Stock subject to such
Submitted Bids made by all such Potential Holders that
specified a rate equal to the Winning Bid Rate.

(b) 	If Sufficient Clearing Bids for Series C
Preferred Stock have not been made (other than because all
of the Outstanding shares are subject to Submitted Hold
Orders), subject to the provisions of paragraph 5(d),
Submitted Orders shall be accepted or rejected as follows
in the following order of priority and all other Submitted
Bids for Series C Preferred Stock shall be rejected:

(i) Existing Holders' Submitted Bids
for Series C Preferred Stock specifying any rate that
is equal to or lower than the Maximum Rate shall be
rejected, thus entitling such Existing Holders to
continue to hold the Series C Preferred Stock subject
to such Submitted Bids;

(ii) Potential Holders' Submitted Bids
for Series C Preferred Stock specifying any rate that
is equal to or lower than the Maximum Rate shall be
accepted; and

(iii) Each Existing Holder's Submitted
Bid for Series C Preferred Stock specifying any rate
that is higher than the Maximum Rate and the Submitted
Sell Orders of each Existing Holder shall be accepted,
thus entitling each Existing Holder that submitted or
on whose behalf was submitted any such Submitted Bid
or Submitted Sell Order to sell Series C Preferred
Stock subject to such Submitted Bid or Submitted Sell
Order, but in both cases only in an amount equal to
the number of shares of Series C Preferred Stock
obtained by multiplying the number of shares of Series
C Preferred Stock subject to Submitted Bids described
in paragraph 5(b)(ii) by a fraction, the numerator of
which shall be the number of Outstanding shares of
Series C Preferred Stock held by such Existing Holder
subject to such Submitted Bid or Submitted Sell Order
and the denominator of which shall be the aggregate
number of Outstanding shares of Series C Preferred
Stock subject to all such Submitted Bids and Submitted
Sell Orders.

(c) 	If all of the Outstanding shares of
Series C Preferred Stock are subject to Submitted Hold
Orders, all Submitted Bids for such shares shall be
rejected.

(d) 	If, as a result of the procedures
described in paragraph 5(a)(iv) or (v) or paragraph
5(b)(iii), any Existing Holder would be entitled or
required to sell, or any Potential Holder would be entitled
or required to purchase, a fraction of a share of Series C
Preferred Stock on any Auction Date, the Auction Agent
shall, in such manner as it shall determine in its sole
discretion, round up or down the number of shares of Series
C Preferred Stock to be purchased or sold by any Existing
Holder or Potential Holder on such Auction Date as a result
of such procedures so that the number of shares so
purchased or sold by each Existing Holder or Potential
Holder on such Auction Date shall be whole shares.

(e) 	If, as a result of the procedures
described in paragraph 5(a)(v) any Potential Holder would
be entitled or required to purchase less than a whole share
of Series C Preferred Stock on any Auction Date, the
Auction Agent shall, in such manner as it shall determine
in its sole discretion, allocate Series C Preferred Shares
for purchase among Potential Holders so that only whole
shares are purchased on such Auction Date as a result of
such procedures by any Potential Holder, even if such
allocation results in one or more Potential Holders not
purchasing Series C Preferred Stock on such Auction Date.

(f) 	Based on the results of each Auction for
Series C Preferred Stock, the Auction Agent shall determine
the aggregate number of such shares to be purchased and the
aggregate number of such shares to be sold by Potential
Holders and Existing Holders and, with respect to each
Potential Holder and Existing Holder, to the extent that
such aggregate number of shares to be purchased and such
aggregate number of shares to be sold differ, determine to
which other Potential Holder(s) or Existing Holder(s) they
shall deliver, or from which other Potential Holder(s) or
Existing Holder(s) they shall receive, as the case may be,
Series C Preferred Stock. Notwithstanding any provision of
the Auction Procedures to the contrary, in the event an
Existing Holder or Beneficial Owner of Series C Preferred
Stock with respect to whom a Broker-Dealer submitted a Bid
to the Auction Agent for such shares that was accepted in
whole or in part, or submitted or is deemed to have
submitted a Sell Order for such shares that was accepted in
whole or in part, fails to instruct its Agent Member to
deliver such shares against payment therefor, partial
deliveries of shares of Series C Preferred Stock that have
been made in respect of Potential Holders' or Potential
Beneficial Owners' Submitted Bids for Series C Preferred
Stock that have been accepted in whole or in part shall
constitute good delivery to such Potential Holders and
Potential Beneficial Owners.

(g) 	Neither the Corporation nor the Auction
Agent nor any affiliate of either shall have any
responsibility or liability with respect to the failure of
an Existing Holder, a Potential Holder, a Beneficial Owner,
a Potential Beneficial Owner or its respective Agent Member
to deliver shares of Series C Preferred Stock or to pay for
Series C Preferred Stock sold or purchased pursuant to the
Auction Procedures or otherwise.

6. 	Transfer of Series C Preferred Stock.

 	Unless otherwise permitted by the Corporation, a
Beneficial Owner or an Existing Holder may sell, transfer
or otherwise dispose of Series C Preferred Stock only in
whole shares and only pursuant to a Bid or Sell Order
placed with the Auction Agent in accordance with the
procedures described in this Article II or to a Broker-
Dealer; provided, however, that (a) a sale, transfer or
other disposition of Series C Preferred Stock from a
customer of a Broker-Dealer who is listed on the records of
that Broker-Dealer as the Holder of such shares to that
Broker-Dealer or another customer of that Broker-Dealer
shall not be deemed to be a sale, transfer or other
disposition for purposes of this paragraph 6 if such
Broker-Dealer remains the Existing Holder of the shares so
sold, transferred or disposed of immediately after such
sale, transfer or disposition and (b) in the case of all
transfers other than pursuant to Auctions, the Broker-
Dealer (or other Person, if permitted by the Corporation)
to whom such transfer is made shall advise the Auction
Agent of such transfer.


 ARTICLE III

 ABILITY OF BOARD OF DIRECTORS TO MODIFY THE ARTICLES
 SUPPLEMENTARY

 	The calculation of Adjusted Value, Basic Maintenance
Amount and the elements of each of them and the definitions
of such terms and elements may be modified by action of the
Board of Directors without further action by the
stockholders if the Board of Directors determines that such
modification is necessary to prevent a reduction in rating
of the shares of Preferred Stock by the Rating Agencies
rating such shares at the request of the Corporation or is
in the best interests of the holders of Common Stock and is
not adverse to the Holders of Preferred Stock in view of
advice to the Corporation by the relevant Rating Agencies
that such modification would not adversely affect the then-
current rating of the Series C Preferred Stock.  To the
extent the Corporation is unable to obtain an opinion of
counsel to the effect that operation of the foregoing sen-
tence is enforceable in the circumstances then obtaining,
the calculation of Adjusted Value, Basic Maintenance Amount
and the elements of each of them and the definitions of
such terms and the elements thereof shall be adjusted from
time to time without further action by the Board of Direc-
tors and the stockholders only to reflect changes made
thereto independently by a Rating Agency then rating
Preferred Stock at the request of the Corporation if such
Rating Agency has advised the Corporation in writing
separately (a) of such adjustments and (b) that the revised
calculation definition would not cause such Rating Agency
to reduce or withdraw its then-current rating of the shares
of Preferred Stock or any other Rating Agency then rating
Preferred Stock at the request of the Corporation to reduce
or withdraw its then-current rating.  The adjustments
contemplated by the preceding sentence shall be made
effective upon the time the Corporation receives the notice
from such Rating Agency to the effect specified in clause
(b) of the preceding sentence.  Any such modification may
be rescinded or further modified by action of the Board of
Directors and stockholders.

 	In addition, subject to compliance with applicable
law, the Board of Directors may amend the definition of
Maximum Rate to increase the applicable percentage by which
the Reference Rate is multiplied to determine the Maximum
Rate shown therein without the vote or consent of the
Holders of shares of Preferred Stock, including the Series
C Preferred Stock, or any other stockholder of the
Corporation, after consultation with the Broker-Dealers,
and with confirmation from each Rating Agency that
immediately following any such increase the Corporation
would meet the Basic Maintenance Test.

 	Notwithstanding the provisions of the preceding
paragraph, to the extent permitted by law, the Board of
Directors, without the vote of the Holders of the Series C
Preferred Stock or any other capital stock of the
Corporation, may amend the provisions of these Articles
Supplementary to resolve any inconsistency or ambiguity or
to remedy any formal defect so long as the amendment does
not materially adversely affect any of the contract rights
of holders of shares of the Series C Preferred Stock or any
other capital stock of the Corporation or adversely affect
the then current rating on the Series C Preferred Stock by
any Rating Agency.

 	IN WITNESS WHEREOF, The Gabelli Convertible and Income
Securities Income Fund Inc. has caused these presents to be
signed in its name and on its behalf by a duly authorized
officer, and its corporate seal to be hereunto affixed and
attested by its Secretary, and the said officers of the
Corporation further acknowledge said instrument to be the
corporate act of the Corporation, and state that to the
best of their knowledge, information and belief under
penalty of perjury the matters and facts herein set forth
with respect to approval are true in all material respects,
all on     March 13, 2003.


  						By   /s/ Bruce N. Alpert
 						  Name: Bruce N. Alpert
 						  Title:	  President



</TEXT>
</DOCUMENT>
